DEF 14A of Charter Communications, Inc. /Mo/, Mar 12, 2026

DEF 14A of Charter Communications, Inc. /Mo/

Filed Mar 12, 2026 · FY20250001140361-26-009220

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors The size of our Board of Directors is thirteen, and we currently have thirteen members standing as nominees for election. Proxies cannot be voted for a greater number of persons than the number of nominees named. As set forth in more detail below, the Nominating and Corporate Governance Committee of the Board of Directors and the Board of Directors have determined that twelve of our thirteen current directors are independent pursuant to NASDAQ rules. Each of our directors is elected on an annual basis. The Board of Directors is soliciting your vote for the directors to be elected at the annual meeting of stockholders. Once elected, each of the directors will hold office until his or her successor is elected, or he or she resigns or is otherwise removed. Under the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (the “Existing Stockholders Agreement”), as amended by Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024 (the “Stockholders and Letter Agreement Amendment”), and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen. Under the Existing Stockholders Agreement, Liberty Broadband currently has the right to designate three directors as nominees for Charter’s Board of Directors and A/N currently has the right to designate two directors as nominees for Charter’s Board of Directors. Of the director nominees named in this proxy statement, Messrs. Nair, Patterson and Wargo were designated by Liberty Broadband and Messrs. Miron and Newhouse were designated by A/N. David Merritt retired from service on the Board of Directors effective as of January 26, 2026. To fill the vacancy caused by Mr. Merritt’s departure, Wade Davis was appointed by the Board of Directors, based on the recommendation of the Nominating and Corporate Governance Committee, to serve on the Board of Directors effective as of January 27, 2026. Mr. Davis will stand for election at the upcoming annual meeting of stockholders.

  2. Proposal No. 1: Election of Directors

    | THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE DIRECTOR NOMINEES. |

  3. Proposal No. 1: Election of Directors

    Information about the Director Nominees The following information concerns the thirteen individuals who have been nominated by the Board of Directors for election by the stockholders. Each of the following individuals currently serves as a director.

  4. Proposal No. 1: Election of Directors

    | Directors | Position(s) | | Eric L. Zinterhofer | Non-Executive Chairman | | W. Lance Conn | Director | | Wade Davis | Director | | Kim C. Goodman | Director | | John D. Markley, Jr. | Director | | Steven A. Miron | Director | | Balan Nair | Director | | Michael A. Newhouse | Director | | Martin E. Patterson | Director | | Mauricio Ramos | Director | | Carolyn J. Slaski | Director | | J. David Wargo | Director | | Christopher L. Winfrey | Director |

  5. Proposal No. 1: Election of Directors

    Director Nominees

  6. Proposal No. 1: Election of Directors

    | Eric L. Zinterhofer Non-Executive Chairman Age: 54 Director Since: 2009 Committees: Compensation and Benefits, Nominating and Corporate Governance, Finance | | Biographical Information: Mr. Zinterhofer serves as Non-Executive Chairman of Charter’s board of directors and was previously the Lead Independent Director of the board from May 2016 to November 2023 and served as the Non-Executive Chairman of the board from November 2009 through May 2016. In 2010, Mr. Zinterhofer founded Searchlight Capital Partners, L.P., a private equity firm. Previously, he served as a senior partner at Apollo Management, L.P. and was with Apollo from 1998 until May 2010. Mr. Zinterhofer is a director of The Estée Lauder Companies, Inc., Care Advantage, Inc., Liberty Latin America Ltd., and TelevisaUnivision, Inc. Mr. Zinterhofer previously served as a director of Ziply Fiber LLC until 2025, Hemisphere Media Group until 2022, TouchTunes Interactive until 2022, Global Eagle Entertainment until 2020, Roots Corporation until 2020, Liberty Cablevision of Puerto Rico until 2018, General Communication Inc. until 2018, 160 Over Ninety LLC until 2018, Hunter Boot Limited until 2015, Integra Telecom, Inc. until 2015, and Central European Media Enterprises Ltd. until 2013. Mr. Zinterhofer received B.A. degrees with Honors in Economics and European History from the University of Pennsylvania and received an M.B.A. from Harvard Business School. | | Skills and Qualifications: Mr. Zinterhofer’s qualifications to sit on Charter’s Board include his extensive background in banking and investment industries and his particular knowledge and experience as a financial advisor and investor in the telecommunications industries. This knowledge and experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provides insight into other company board practices and strengthens the Board’s collective qualifications, skills and attributes. |

  7. Proposal No. 1: Election of Directors

    | W. Lance Conn Independent Director Age: 57 Director Since: 2004 Committees: Compensation and Benefits (Chair), Finance | | Biographical Information: Mr. Conn is a businessman, investor and conservationist. From July 2004 to May 2009, Mr. Conn served as the President of Vulcan Capital, the investment arm of Vulcan, Inc. Prior to Vulcan, Mr. Conn was employed by America Online, Inc. from March 1996 to May 2003. From September 1994 to February 1996, Mr. Conn was an attorney with Shaw, Pittman, Potts & Trowbridge LLP in Washington, D.C. Mr. Conn holds a J.D. degree from the University of Virginia, a M.A. degree in history from the University of Mississippi and a B.A. degree in history from Princeton University. | | Skills and Qualifications: Mr. Conn’s qualifications to sit on Charter’s Board include his extensive experience in the media and telecommunications industries, his experience in the investment industry and his knowledge of Charter gained from his long-term service as a director. |

  8. Proposal No. 1: Election of Directors

    | Wade Davis Independent Director Age: 54 Director Since: 2026 Committees: None | | Biographical Information: Mr. Davis is the Founder of ForgeLight, LLC, an operating and investment company focused on the media and consumer technology sectors, since December 2019. Mr. Davis also serves as Vice Chairman of the Board of TelevisaUnivision, Inc. Mr. Davis previously served as the Chief Executive Officer of TelevisaUnivision from January 2021 to September 2024. Mr. Davis served as Executive Vice President and Chief Financial Officer of Viacom Inc., a multinational mass media conglomerate with interests primarily in film and television, from November 2012 to December 2019. Prior to that, he served in various roles at Viacom, including Executive Vice President, Strategy and Corporate Development from August 2009 to November 2012, Senior Vice President, Mergers & Acquisitions and Strategic Planning from January 2007 to August 2009 and Senior Vice President of Mergers & Acquisitions from January 2006 to January 2007. Prior to joining Viacom, Mr. Davis was an investment banker in the technology and media sectors for more than a decade. Mr. Davis holds degrees with distinction and honors in both philosophy and economics from Williams College. | | Skills and Qualifications: Mr. Davis’s qualifications to sit on Charter’s Board include his extensive experience as a media industry leader, including founding ForgeLight to build, acquire and operate companies in the media and consumer technology sectors. His experience includes serving as a C-Suite Fortune 100 operator, board director, investment banker and entrepreneur. |

  9. Proposal No. 1: Election of Directors

    | Kim C. Goodman Independent Director Age: 60 Director Since: 2016 Committees: Audit | | Biographical Information: Ms. Goodman is Chief Executive Officer of Smarsh, Inc., a global leader in digital communications compliance and intelligence. Prior to joining Smarsh, Ms. Goodman was President, Payments and Risk Solutions of Fiserv, Inc., a leading global provider of financial services and technology solutions. While at Fiserv, Ms. Goodman also served as Head of Merchant Joint Ventures and Acquirer Processing and Head of Card Services. Prior to Fiserv, Ms. Goodman was Chief Executive Officer of Worldpay US, following seven years at American Express (AMEX), where she served as president of its Global Business Travel and Merchant Services Americas units. Prior to joining AMEX, she held executive leadership roles at Dell Inc. in Software and Peripherals, Marketing and Transactional Sales and Dell Networking. Ms. Goodman began her career in management consulting with Bain & Company, where she ascended to the role of partner. Ms. Goodman previously served as a director of Alcatel-Lucent SA, Brocade Communications Systems, and National Life Insurance Company. A graduate of Stanford University with a Master of Science in Industrial Engineering and Bachelor of Arts in Political Science, Ms. Goodman also earned a Master of Business Administration from Harvard Business School where she was a Baker Scholar. | | Skills and Qualifications: Ms. Goodman’s qualifications to sit on Charter’s Board include her experience in software, networking, financial services and customer service, her experience serving on other public company boards, as well as her experience in executive leadership roles at Smarsh, Fiserv, Worldpay US and AMEX and previous senior leadership positions in both software and networking at Dell Inc. |

  10. Proposal No. 1: Election of Directors

    | John D. Markley, Jr. Independent Director Age: 60 Director Since: 2009 Committees: Nominating and Corporate Governance (Chair), Audit | | Biographical Information: Mr. Markley is Managing Director of Bear Creek Capital, an investment firm focused on public and private companies in the communications, media and technology industries. Mr. Markley also is a partner at New Amsterdam Growth Capital. From 1996 to 2009, Mr. Markley was a partner at Columbia Capital, a venture capital firm, where he served on the board of numerous private companies. Mr. Markley is a director of Interdigital, Inc. where he serves as the Chair of its governance committee and member of its compensation committee. Mr. Markley previously served as Chairman of the Board of BroadSoft, Inc. until its acquisition by Cisco Systems, Inc. in February 2018 where he also served on the compensation committee, and as a director of Millennial Media, Inc. from July 2006 to May 2014. Mr. Markley also is currently a director of numerous private companies in the communications, media and technology industries. Mr. Markley received a B.A. degree from Washington & Lee University and an M.B.A degree from Harvard Business School. | | Skills and Qualifications: Mr. Markley’s qualifications to sit on Charter’s Board include his private equity and operating experience and his extensive experience with communications, media and technology companies, which allow him to contribute guidance and advice relating to the development and execution of the company’s strategy and analysis of potential business opportunities. |

  11. Proposal No. 1: Election of Directors

    | Steven A. Miron Independent Director Age: 59 Director Since: 2016 Committees: Compensation and Benefits | | Biographical Information: Mr. Miron is the chief executive officer of Advance/Newhouse Partnership, a privately-held media company headquartered in Syracuse, New York and a senior executive officer at Advance, a private, family-held business that owns and invests in companies across media, entertainment, technology, communications, education and other promising growth sectors. Advance’s portfolio includes Condé Nast, a global media company that produces award-winning journalism, content, and entertainment for every platform today and operates in 32 markets worldwide; Advance Local, a leading digital journalism, data, and insights company, serving over 50 million people monthly; Stage Entertainment, a leading global producer of musical theatre, owning and operating a network of 16 significant venues across continental Europe; The IRONMAN Group, the largest operator of mass participation sports in the world; American City Business Journals, the largest producer of local business news, information and events in the United States, covering 44 cities; Leaders Group, a global intelligence platform for sports and gaming business professionals; Turnitin, a global company dedicated to ensuring the integrity of education and research; and POP, a digital marketing agency. Advance holds an approximately 13% interest in Charter and is among the largest shareholders in Reddit. Mr. Miron previously served as President of Bright House Networks from July 2002 to May 2008 and as Chief Executive Officer from May 2008 until May 2016, when Bright House Networks was acquired by Charter. Mr. Miron currently serves as a director of C-SPAN and was previously a member of the board of directors of Warner Bros. Discovery, the National Cable & Telecommunications Association and CableLabs. Mr. Miron previously served for several years on the board of directors and executive committee for CTAM and the boards of Emma Bowen Foundation, CTAM Educational Foundation, Crouse Health Foundation and the Jewish Community Foundation of Central New York. Mr. Miron is a graduate of American University. | | Skills and Qualifications: Mr. Miron’s qualifications to sit on Charter’s Board include his extensive experience as a cable television executive and his experience in the media and technology industries. Mr. Miron has developed a deep understanding of our industry and his expertise in the cable television industry makes him a valued presence on our Board. |

  12. Proposal No. 1: Election of Directors

    | Balan Nair Independent Director Age: 59 Director Since: 2013 Committees: None | | Biographical Information: Mr. Nair is President and Chief Executive Officer and a director of Liberty Latin America, Ltd., an integrated telecommunications company focused on the Caribbean Islands and Latin America. Mr. Nair is an experienced and proven business executive with more than 20 years in the telecommunications industry. He has been a part of the Liberty family of companies since 2007, when he joined Liberty Global as its Senior Vice President and Chief Technology Officer. He most recently served as Executive Vice President and Chief Technology and Innovation Officer. In this role, he was responsible for overseeing Liberty Global’s worldwide network, as well as Technology and Innovation operations, including Product Development, IT, Network Operations, Mobile Operations and Global Supply Chain functions. He was also responsible for Corporate Strategy and Venture investments. Mr. Nair was an executive officer of Liberty Global and sat on Liberty Global’s Executive Leadership Team and the Investment Committee. Prior to joining Liberty Global, from December 2006 to June 2007, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company. Prior to his role at AOL, he spent more than 12 years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair sits on the board of directors of Adtran Corporation. Mr. Nair previously served as a director of Telenet Group Holding, N.V., which trades on EN Brussels. He holds a patent in systems development and is a Licensed Professional Engineer in Colorado. Mr. Nair holds an M.B.A. and a B.S. in electrical engineering, both from Iowa State University. | | Skills and Qualifications: Mr. Nair’s qualifications to sit on Charter’s Board include his significant executive experience in building, integrating and managing technology businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems. |

  13. Proposal No. 1: Election of Directors

    | Michael A. Newhouse Independent Director Age: 66 Director Since: 2016 Committees: Nominating and Corporate Governance, Finance | | Biographical Information: Mr. Newhouse is a co-president at Advance, a private, family-held business that owns and invests in companies across media, entertainment, technology, communications, education and other promising growth sectors. Advance’s portfolio includes Condé Nast, a global media company that produces award-winning journalism, content, and entertainment for every platform today and operates in 32 markets worldwide; Advance Local, a leading digital journalism, data, and insights company, serving over 50 million people monthly; Stage Entertainment, a leading global producer of musical theatre, owning and operating a network of 16 significant venues across continental Europe; The IRONMAN Group, the largest operator of mass participation sports in the world; American City Business Journals, the largest producer of local business news, information and events in the United States, covering 44 cities; Leaders Group, a global intelligence platform for sports and gaming business professionals; Turnitin, a global company dedicated to ensuring the integrity of education and research; and POP, a digital marketing agency. Advance holds an approximately 13% interest in Charter and is among the largest shareholders in Reddit. Mr. Newhouse is a graduate of Tufts University. | | Skills and Qualifications: Mr. Newhouse’s qualifications to sit on Charter’s Board include his extensive experience in the cable programming, cable infrastructure, media and technology industries. Mr. Newhouse has developed a deep understanding of our industry and his expertise in the cable programming and cable infrastructure industries make him a valued member of our Board. |

  14. Proposal No. 1: Election of Directors

    | Martin E. Patterson Independent Director Nominee Age: 39 Director Since: 2025 Committees: Nominating and Corporate Governance, Finance | | Biographical Information: Mr. Patterson is President & CEO of Liberty Broadband. In addition, Mr. Patterson is Senior Vice President and Co-Head of Corporate Development of Liberty Media Corporation, GCI Liberty, Inc. and Liberty Live Holdings, Inc., and was formerly Senior Vice President of Atlanta Braves Holdings, Inc. until August 2024, QVC Group, Inc. until March 2025, Liberty TripAdvisor Holdings, Inc. until April 2025 and Liberty Broadband until July 2025. He has been with Liberty Media Corporation, a media, communications and entertainment company, and its predecessors since 2010. Mr. Patterson was previously a director of ComScore, Inc., Skyhook Wireless, Inc. and Ideiasnet S.A. He received his B.A. from Colorado College and is a CFA Charterholder. | | Skills and Qualifications: Mr. Patterson’s qualifications to sit on Charter’s board includes his extensive experience investing in public and private companies in the technology, media and telecommunications sectors. |

  15. Proposal No. 1: Election of Directors

    | Mauricio Ramos Independent Director Age: 57 Director Since: 2016 Committees: Nominating and Corporate Governance and Compensation and Benefits | | Biographical Information: Mr. Ramos served as the Chief Executive Officer of Millicom International Cellular S.A. (“Millicom”), a Luxembourg public liability company traded on the Stockholm and U.S. NASDAQ stock exchange (NASDAQ: TIGO) from April 2015 to May 2024; as an Executive Director from June 2020 to September 2024; and as Chairman of the Board from September 2023 to September 2024. Millicom is a leading telecommunications and media company dedicated to emerging markets in Latin America and Africa. Before joining Millicom, Mr. Ramos was President of Liberty Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mr. Ramos held several leadership roles, including positions as Chairman and CEO of VTR in Chile and President of Liberty Puerto Rico. Throughout his career he has successfully developed both mobile and broadband businesses in Latin America, delivering solid operational improvement and outstanding financial results. In April 2025, he was appointed Chair of the Board of Directors of WOM Chile, a leading mobile and broadband operator in Chile. In 2024 he was appointed Chair of the Partnership for Central America and became a member of the Board of Trustees of the Meridian International Center. From 2021 to 2023 Mr. Ramos also served on the Broadband Commission for Sustainable Development as a Commissioner and on the INCAE business school Presidential Advisory Council. He has served as Chair of the Digital Communications Industry Community of the World Economic Forum and on the GSMA Board of Directors from 2017-2019. He served as Director of the Biennial of the Americas from 2012 to 2015, Director of Columbus Networks from 2013 to 2014, and Director of the American Chamber of Commerce in Chile from 2007-2011, among various other roles. He is a citizen of the United States and Colombia and received a degree in Economics, a degree in Law, and a postgraduate degree in Financial Law from Universidad de los Andes in Bogota. | | Skills and Qualifications: Mr. Ramos’ qualifications to sit on Charter’s Board include his significant executive experience in the telecommunications and media industries. His experience in these areas as well as his experience developing both mobile and broadband businesses make him a valued member of our Board. |

  16. Proposal No. 1: Election of Directors

    | Carolyn J. Slaski Independent Director Age: 63 Director Since: 2024 Committees: Audit | | Biographical Information: Ms. Slaski served as the Americas and US Vice-Chair of Talent of EY LLP from 2015 to 2021. Previously, Ms. Slaski was a Senior Audit Partner from 1984-2021 and, during that time, also served as the East Region Assurance Managing Partner from 2013 to 2015, New Jersey Office Managing Partner and Market Segment Leader from 2010-2013 and European Client Service Partner and Capital Markets Leader from 2002 to 2005. Ms. Slaski serves on the board of TELUS International where she sits on the Audit and HR committees. Ms. Slaski holds a Bachelor of Arts in Economics (Honors) from Rutgers University, a Certified Public Accountant certification and has completed EY’s Strategic Leadership Program by Harvard University. | | Skills and Qualifications: Ms. Slaski’s qualifications to sit on Charter’s Board include her many years of experience as an audit and lead partner with a major accounting firm. As an experienced director and audit committee member with extensive accounting, financial reporting and audit committee experience, Ms. Slaski brings a strong background in strategic leadership, risk management, information technology and information management to our Board. |

  17. Proposal No. 1: Election of Directors

    | J. David Wargo Independent Director Nominee Age: 72 Director Since: 2025 Committees: Compensation and Benefits | | Biographical Information: Mr. Wargo is the founder and President of Wargo & Company, Inc., a private company specializing in investing in the communications industry since 1993. Mr. Wargo is also the Managing Member of Peters Creek Entertainment. Mr. Wargo is a co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008. Prior to starting Wargo & Company, he was a managing director and senior analyst of The Putnam Companies from 1989 to 1992, senior vice president and a partner in Marble Arch Partners from 1985 to 1989 and senior analyst, assistant director of research and a partner in State Street Research and Management Company from 1978 to 1985. Mr. Wargo has served as a director of Liberty TripAdvisor Holdings, Inc. since August 2014 and Liberty Broadband since March 2015. He has also served as a director of Liberty Global plc since June 2013, having previously served as a director of Liberty Global, Inc. from June 2005 to June 2013 and as a director of Liberty Media International, Inc. from May 2004 to June 2005. He served as a director of Strategic Education, Inc. (formerly Strayer Education, Inc.) from March 2001 to April 2019. He served as a director of Discovery Communications, Inc. from September 2008 until April 2022, after having served as a director of Discovery Holding Company from May 2005 to September 2008. Mr. Wargo also served as a director of Vobile Group Limited from 2018 until 2025. | | Skills and Qualifications: Mr. Wargo’s qualifications to sit on Charter’s Board include extensive background in investment analysis and management, experience as a public company board member and his particular expertise in finance and capital markets will contribute to our Board’s consideration of our capital structure, evaluation of investment, financial opportunities and strategies, and strengthen our Board’s collective qualifications, skills and attributes. |

  18. Proposal No. 1: Election of Directors

    | Christopher L. Winfrey Director Age: 50 Director Since: 2023 Committees: None | | Biographical Information: Mr. Winfrey was named President and Chief Executive Officer of Charter Communications in December 2022 and appointed to the Board of Directors in November 2023. He most recently served as Chief Operating Officer since 2021, where he oversaw all cable operations, including marketing, sales, field operations and customer operations, as well as Spectrum Enterprise. Mr. Winfrey joined Charter as Chief Financial Officer in 2010 responsible for Charter’s accounting, financial planning and analysis, procurement, real estate, tax and treasury functions, as well as mergers and acquisitions, capital structure activities and investor relations. Charter added oversight of its fiber-based Spectrum Enterprise business to his CFO responsibilities in 2019, and operational leadership of the residential and SMB Sales and Marketing organization, and Spectrum Community Solutions in February of 2021. Prior to joining Charter, Mr. Winfrey served as Chief Financial Officer of Unitymedia GmbH, Germany’s second-largest cable operator, and as Managing Director for Unitymedia’s cable operations, broadcasting and satellite entities. Earlier in his career, Mr. Winfrey served as Senior Vice President, Corporate Finance and Development at Cablecom, GmbH. He was previously a Director of Financial Planning and Analysis and Director of Operations Services of NTL Incorporated’s continental European operations, and a senior associate in the private equity group at Communications Equity Associates. Mr. Winfrey has spent more than 25 years in the cable industry, and in 2015 received The Internet & Television Association’s (NCTA) Vanguard Award for Young Leadership. He currently serves on the Boards of the NCTA, CableLabs and C-SPAN. He also serves on the University of Florida Business School Advisory Council. He received a B.S. in accounting and an MBA from the University of Florida. | | Skills and Qualifications: Mr. Winfrey’s qualifications to sit on Charter’s Board include his many years of experience as an executive in the telecommunications industry, including as our President and Chief Executive Officer since December 2022. Mr. Winfrey is responsible for setting and executing the goals and strategies related to our business and provides the Board not only with a knowledge of our day-to-day operations, but also with the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business. |

  19. Proposal No. 1: Election of Directors

    Board of Directors and Committees of the Board of Directors Our Board of Directors meets regularly throughout the year on an established schedule. The Board also holds special meetings and executive sessions and acts by written consent from time to time as necessary. The Company held an annual stockholders’ meeting in 2025, which each incumbent director and each director-nominee attended. Members of the Board of Directors are encouraged to attend the annual meeting each year. In 2025, the full Board of Directors held sixteen meetings and acted eight times by unanimous written consent. Each of our incumbent directors attended 75% or more of the aggregate meetings of the Board and of the Board committees on which they served during 2025. The Board of Directors delegates authority to act with respect to certain matters to Board committees whose members are appointed by the Board of Directors. The current standing committees of the Board of Directors are the following: Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee and Finance Committee. The Audit, Compensation and Benefits, Nominating and Corporate Governance and Finance Committees each have a charter that is available on the “Investors” section of our website at ir.charter.com. Charter’s Audit Committee is responsible for overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, reviewing the work of the independent registered public accounting firm (including resolution of disagreements between management and the public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and reviewing our risk management program. In 2025 Mses. Goodman and Slaski and Messrs. Merritt and Markley served on the Audit Committee for the entire year. Ms. Slaski is Chair of the Audit Committee. Charter’s Board of Directors has determined that, in its judgment, Ms. Slaski is an audit committee financial expert within the meaning of the applicable federal regulations. All members of the Audit Committee were determined by the Board of Directors in 2025 to be independent in accordance with the listing standards of NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met four times and acted three times by unanimous written consent in 2025. The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company. During 2025, Messrs. Conn, Miron, Ramos and Zinterhofer served on the Compensation and Benefits Committee for the entire year. In addition, former director Gregory Maffei served on the Compensation and Benefits Committee through April 22, 2025 and Mr. Wargo was appointed to the Compensation and Benefits Committee as of April 22, 2025. Mr. Conn served as the Chair of the Compensation and Benefits Committee during 2025. All members of the Compensation and Benefits Committee were determined by the Board of Directors in 2025 to be independent in accordance with the listing standards of NASDAQ and Rule 10C of the Exchange Act. The Compensation and Benefits Committee met five times and acted two times by unanimous written consent in 2025. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending Board and committee nominations, overseeing the Corporate Governance Guidelines, reviewing and reporting to the Board as to director independence, overseeing environmental, social and governance matters, reviewing public policy priorities and political engagement strategy and overseeing lobbying activities. The Nominating and Corporate Governance Committee considers director candidates proposed by stockholders if adequate information is submitted in a timely manner (see “Nomination and Qualifications of Directors” below). During 2025, Messrs. Markley, Newhouse, Ramos and Zinterhofer served on the Nominating and Corporate Governance Committee for the entire year. In addition, former director James Meyer served on the Nominating and Corporate Governance Committee through April 22, 2025 and Mr. Patterson was appointed to the Nominating and Corporate Governance Committee as of April 22, 2025. Mr. Markley is the Chair of the Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee were determined by the Board in 2025 to be independent in accordance with the listing standards of NASDAQ. The Nominating and Corporate Governance Committee met four times in 2025. The Finance Committee reviews the Company’s financing activities and approves the terms and conditions of certain financing transactions, in consultation with the Company’s legal and financial advisors. During 2025, Messrs. Conn, Merritt, Newhouse and Zinterhofer served on the Finance Committee for the entire year. In addition, former director Gregory Maffei served on the Finance Committee through April 22, 2025 and Mr. Patterson was appointed to the Finance Committee as of April 22, 2025. The Finance Committee met one time and acted seven times by unanimous written consent in 2025. In addition to the standing committees described above, from time to time, the Board of Directors may create “ad hoc” committees for specific projects or transactions. Ad hoc committees acted by written consent during 2025 related to the Company’s stock buyback arrangements with each of A/N and Liberty Broadband. On August 1, 2024, the Board of Directors established a Special Committee, consisting entirely of independent and disinterested directors, to investigate, explore, evaluate and negotiate any potential transaction involving Liberty Broadband. During 2025, Mses. Goodman and Slaski and Messrs. Conn, Markley and Merritt served on the Special Committee. Mr. Markley served as the Chair of the Special Committee during 2025. The Special Committee met one time and acted two times by unanimous written consent in 2025. The Nominating and Corporate Governance Committee and the Board of Directors have determined that a majority of the thirteen current directors are independent. The Nominating and Corporate Governance Committee and the Board of Directors have specifically determined that Mses. Goodman and Slaski and Messrs. Conn, Davis, Markley, Ramos and Zinterhofer are independent directors under NASDAQ rules. The Nominating and Corporate Governance Committee and the Board of Directors also determined that Messrs. Nair, Patterson and Wargo are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, Liberty Broadband, a stockholder of the Company, they may not be considered independent under SEC rules for Audit Committee membership purposes. Similarly, the Nominating and Corporate Governance Committee and the Board of Directors determined that Messrs. Miron and Newhouse are independent under the NASDAQ rules; however, due to their designation as nominees by, or relationship with, A/N, a stockholder of the Company, they may not be considered independent under SEC rules for Audit Committee membership purposes. The Nominating and Corporate Governance Committee and the Board of Directors further determined that Messrs. Miron, Nair, Newhouse, Patterson and Wargo’s designation as nominees by, or relationship with, a stockholder of the Company does not prohibit a finding of independence under SEC rules and NASDAQ Rule 5605(d)(2) for Compensation and Benefits Committee membership purposes. Mr. Winfrey is President and Chief Executive Officer of the Company and is thus not independent for NASDAQ Rule purposes as an executive officer of the Company. Nomination and Qualifications of Directors

  20. Proposal No. 1: Election of Directors

    Candidates for director are nominated by the Board of Directors, based on the recommendation of the Nominating and Corporate Governance Committee and subject to certain requirements under the Existing Stockholders Agreement, as amended by the Stockholders and Letter Agreement Amendment. Charter’s Corporate Governance Guidelines provide that, among other things, candidates for new Board membership to be considered by Charter’s Board of Directors should be individuals representing a wide range of business and professional backgrounds and viewpoints with unquestioned high ethical standards and professional achievement, knowledge and experience. The Corporate Governance Guidelines provide that factors such as industry sector, technical expertise and other relevant experiences will be among the many elements considered in evaluating candidates. In considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. In addition, director candidates must be individuals with the time and commitment necessary to perform the duties of a Board member and other special skills that complement or supplement the skill sets of current directors. We believe that the Board of Directors is comprised of an effective mix of experience, backgrounds, knowledge, and skills, including the following:

  21. Proposal No. 1: Election of Directors

    | • | Ten directors have experience and demonstrated expertise in managing large, complex organizations, such as serving as CEOs or next-level executives of a significant company or organization; |

  22. Proposal No. 1: Election of Directors

    | • | Seven directors have significant financial, accounting or other risk management expertise; |

  23. Proposal No. 1: Election of Directors

    | • | Two directors have significant technology and product development experience; and |

  24. Proposal No. 1: Election of Directors

    | • | Twelve directors have experience on one or more boards of other significant public or nonprofit organizations. |

  25. Proposal No. 1: Election of Directors

    In addition, we believe that all of our directors have the following attributes that positively contribute to our Board of Directors:

  26. Proposal No. 1: Election of Directors

    | • | Experience with video, internet, telephone, wireless or media businesses; |

  27. Proposal No. 1: Election of Directors

    | • | Experience with significant transactions, including financings, investments and acquisitions; |

  28. Proposal No. 1: Election of Directors

    | • | Judgment, skill, integrity and reputation; and |

  29. Proposal No. 1: Election of Directors

    | • | Varied business and professional backgrounds. |

  30. Proposal No. 1: Election of Directors

    Stockholders may nominate persons to be directors by following the procedures set forth in our Bylaws. These procedures require the stockholder to deliver timely notice to the Corporate Secretary at our principal executive offices. That notice must contain the information required by the Bylaws about the stockholder proposing the nominee and about the nominee. No stockholder nominees have been proposed for this year’s meeting. Stockholders also are free to suggest persons directly to the Board of Directors for the Board to consider as nominees. The Board of Directors will consider those individuals if adequate information is submitted in a timely manner (see “Stockholder Proposals for 2027 Annual Meeting” below for deadline requirements) in writing to the Board of Directors at the Company’s principal executive offices, in care of the General Counsel. In November 2023, Thomas Rutledge retired as Executive Chairman from the Board of Directors, but continues to serve as a Director Emeritus. As a Director Emeritus, Mr. Rutledge continues to attend Board meetings, but does not have a vote on matters presented. Governance Under the Stockholders Agreement On May 23, 2015, the Company entered into an Agreement and Plan of Mergers (the “TWC Merger Agreement”) with the company formerly known as Charter Communications, Inc. (“Legacy Charter”), Time Warner Cable Inc. (“Legacy TWC”), and certain other subsidiary entities, pursuant to which the parties engaged in a series of transactions that resulted in Legacy Charter and Legacy TWC becoming wholly owned subsidiaries of Charter (the “TWC Transaction”) on the terms and subject to the conditions set forth in the TWC Merger Agreement. After giving effect to the TWC Transaction, Charter became the new public company parent that holds the operations of the combined companies. On March 31, 2015, the Company entered into a definitive Contribution Agreement (the “Contribution Agreement”), which was amended on May 23, 2015 in connection with the execution of the TWC Merger Agreement, with A/N, A/NPC Holdings LLC, Legacy Charter and Charter Holdings, pursuant to which the Company became the owner of the membership interests in Bright House Networks, LLC (“Bright House”) and any other assets (other than certain excluded assets and liabilities and non-operating cash) primarily related to Bright House (the “Bright House Transaction,” and together with the TWC Transaction, the “TWC and Brighthouse Transactions”). In connection with the TWC and Brighthouse Transactions, Charter entered into the Existing Stockholders Agreement on May 23, 2015. On November 12, 2024, simultaneously with the execution of the merger agreement by and among Charter, Liberty Broadband, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc., which provides for the merger of Liberty Broadband with and into a wholly owned subsidiary of Charter, Charter, Liberty Broadband and A/N entered into the Stockholders and Letter Agreement Amendment. Under the Existing Stockholders Agreement, as amended by the Stockholders and Letter Agreement Amendment, Liberty Broadband has designated Messrs. Nair, Patterson and Wargo as director nominees and A/N has designated Messrs. Miron and Newhouse as director nominees. Under the terms of the Existing Stockholders Agreement, as amended by the Stockholders and Letter Agreement Amendment, and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen. Two designees selected by A/N are members of the Board of Directors of Charter and three designees selected by Liberty Broadband are members of the Board of Directors of Charter. The remaining eight directors are not designated by either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to designate at least one director to each of the committees of Charter’s Board of Directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee each have at least a majority of directors independent from A/N, Liberty Broadband and the Company. Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three directors not designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband. The Stockholders and Letter Agreement Amendment provides that, during the pendency of the Liberty Broadband merger agreement, any designees of Liberty Broadband on the Compensation and Benefits Committee will not participate in such designee’s capacity as a member of the Compensation and Benefits Committee in any discussions or decisions relating to the hiring, firing or compensation of the Chief Executive Officer and the Chief Financial Officer of the Company. Neither A/N nor Liberty Broadband has designated a director to serve on the Audit Committee, but each has designated a director to serve in an observer role on the Audit Committee. A/N and Liberty Broadband also have certain other committee designation and governance rights. Under the Existing Stockholders Agreement, as amended by the Stockholders and Letter Agreement Amendment, Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter Class B common stock for the director nominees nominated by the Nominating and Corporate Governance Committee, including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with respect to the directors not designated by either A/N or Liberty Broadband, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so would cause a different outcome with respect to any such directors. Board Leadership Structure, Company Strategy and Risk Oversight Mr. Zinterhofer is the Non-Executive Chairman of the Board. Mr. Winfrey, President and Chief Executive Officer of the Company and a Board member, is responsible for setting the strategic direction for the Company in consultation and with the necessary approvals of the Board of Directors and is responsible for the day-to-day leadership and performance of the Company. The Non-Executive Chairman presides over meetings of the Board of Directors and executive sessions of independent directors and provides leadership for the non-A/N and non-Liberty Broadband directors. The Non-Executive Chairman serves as a liaison between the independent directors and the President and Chief Executive Officer and has authority to call meetings of the independent directors. The Non-Executive Chairman leads the Board’s annual evaluation of the President and Chief Executive Officer’s performance. If requested, the Non-Executive Chairman is available for consultation and direct communication with major stockholders and regulators under appropriate circumstances. The Non-Executive Chairman also monitors and coordinates with management on corporate governance issues and developments.

  31. Proposal No. 1: Election of Directors

    Every year, the Nominating and Corporate Governance Committee reviews and makes a recommendation on the appropriate governance framework for Board leadership. The Committee takes into consideration governance best practices and the facts and circumstances of our Board. In connection with this process, the Company determined that Board leadership is best provided through a clearly defined and significant Non-Executive Chairman role, active and strong committee chairs, and independent-minded, skilled, engaged, diverse and committed directors. The Board believes that its current structure and governance allows it to provide effective challenge and oversight of management. The Board regularly discusses with management the Company’s competitive positioning, strategic dynamics and business priorities. We are a leading broadband connectivity company with services available to 58 million homes and small to large businesses across 41 states through our Spectrum® brand. Founded in 1993, we have evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, we offer Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products. The Board discusses and advises management with respect to the Company’s strategies to effectively operate within each of our service areas. These discussions support our core initiatives, which focus on utilizing our fiber-powered network to deliver high-quality, competitively priced products, with outstanding service, allowing us to increase both the number of customers we serve over our network and the number of products we sell to each customer. This combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and drives greater profitability. In addition to discussions with management, our non-management directors meet regularly in executive sessions that are chaired by our Non-Executive Chairman with no members of management present. Non-management directors use these executive sessions to discuss matters of concern, as well as evaluations of the President and Chief Executive Officer and senior management, management and Board successions, matters to be included on Board agendas, and additional information the Board would like management to provide to them. The chairs and all members of the Board committees are independent directors. These chairs shape the agenda and information presented to their committees. Oversight of critical issues within these committees is owned by the independent directors. All directors have full access to all members of management and all employees on a confidential basis. The full Board of Directors oversees the various risks to the Company, delegating to the various committees specific responsibilities. The Audit Committee reviews our Enterprise Risk Management (“ERM”) Program on a regular basis, and the Board of Directors regularly reviews reports from management and the Audit Committee regarding the ERM Program. The Audit Committee meets regularly with members of management in executive session, as well as separately with each of the General Counsel, the Senior Vice President of Internal Audit Services and representatives of our independent registered public accounting firm. The Compensation and Benefits Committee oversees our succession planning and compensation policies and practices, including reviewing our incentive and equity-based compensation plans and benefits plans. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending Board and committee nominations and the Corporate Governance Guidelines and determining director independence, as well as overseeing the Company’s public policy priorities, political engagement strategy and lobbying activities. The Government Affairs team manages the Company’s lobbying activities and reports directly to the President and Chief Executive Officer, with oversight from the Nominating and Corporate Governance Committee. While the Nominating and Corporate Governance Committee provides oversight, our Government Affairs Team is responsible for the activities, positions and daily decision-making consistent with this oversight. The Board has delegated authority and responsibility for state and local campaign contributions to the President and Chief Executive Officer, subject to the provisions of the Company’s Code of Conduct and any other applicable Company policies. Procedurally, corporate political spending plans and decisions are reviewed and approved by the President and Chief Executive Officer. The Nominating and Corporate Governance Committee receives an annual report from the Government Affairs team on the Company’s political engagement strategy, including lobbying activities and expenditures made during the past year and the framework for the coming year. The Board of Directors receives quarterly updates on regulatory activities and policy priorities and regular updates on significant policy issues facing the Company. Compensation Risk Assessment An independent consultant was engaged to perform a risk assessment of the Company’s compensation programs and did not identify any material risks that might adversely impact the financial health or performance of the Company. After review of the work and conclusion of the independent consultant, the Compensation and Benefits Committee agreed with the conclusion reached by the independent consultant. Proactive Stockholder Engagement Charter values and carefully considers the feedback we receive from our stockholders. In 2025, we engaged in constructive dialogue with our leading institutional stockholders. We reached out to and offered to have discussions with our 15 largest stockholders holding approximately 81% of the shares of our outstanding stock. We also engaged with stockholders who contacted us requesting engagement and have engaged with the stockholder who submitted a proposal for consideration at the 2026 annual stockholders’ meeting. We engaged with each stockholder who accepted our offer, making our Executive Vice President, General Counsel and Corporate Secretary, our Senior Vice President, Investor Relations and our Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary available. We also engaged with proxy advisory firms. Stockholder feedback, including through direct discussions and prior stockholder votes, is reported to our Nominating and Corporate Governance Committee regularly throughout the year. We also review our practices against guidelines published by stockholders and proxy advisory firms, among others. The engagements covered a variety of topics including Board composition and governance, executive compensation and the pending transactions contemplated by the Transaction Agreement by and among the Company, Charter Holdings and Cox Enterprises, Inc. (“Cox Enterprises”), dated May 16, 2025 (the “Cox Transactions”). We take seriously the views of our stockholders and took into consideration all the various input we received, and intend to continue our stockholder engagement efforts in 2026. Stockholder Contact with Directors Individuals may communicate directly with members of the Board of Directors or members of the Board’s standing committees by writing to the following address: Charter Communications, Inc. 400 Washington Blvd. Stamford, CT 06902 Attn: Corporate Secretary

  32. Proposal No. 1: Election of Directors

    The Corporate Secretary will summarize all correspondence received, subject to the standards below, and periodically forward summaries to the Board of Directors. Members of the Board may at any time request copies of any such correspondence. Communications may be addressed to the attention of the Board of Directors, a standing committee of the Board of Directors, or any individual member of the Board of Directors. Communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requires investigation to verify its content may not be forwarded. Communications including substantive accounting matters will be forwarded to the Chair of the Audit Committee. 2025 Director Compensation The non-employee director compensation package for 2025 included an annual retainer of $120,000 in cash or equity as elected by each director. The non-employee director compensation package also included an annual award of $225,000 in restricted stock, except with respect to the Non-Executive Chairman, who received an annual award of $375,000 in restricted stock. In addition to these annual retainers, under the non-employee director compensation package, the Audit Committee chair receives $30,000 per year, the Compensation and Benefits Committee chair receives $25,000 per year, and the Nominating and Corporate Governance Committee chair receives $20,000 per year. Each Audit Committee member (including the chair) receives $30,000 per year, each Compensation and Benefits Committee member (including the chair) receives $25,000 per year, each Finance Committee member receives $20,000 per year and each Nominating and Corporate Governance Committee member (including the chair) receives $20,000 per year. Mr. Winfrey, Charter’s President and Chief Executive Officer, is the only current director who was also an employee during 2025. The Special Committee director compensation package for 2025 included an annual retainer of $20,000 in cash for each Special Committee member, except the Special Committee chair who receives an annual retainer of $40,000 in cash. In addition to these retainers, under the Special Committee director compensation package, each Special Committee member, other than the Special Committee chair, receives $2,000 for each meeting attended in excess of six meetings, and the Special Committee chair receives $3,000 for each meeting attended in excess of six meetings. The following table sets forth information regarding the compensation paid or issued to those non-employee members of the Board of Directors listed below, as well as to Mr. Rutledge as a non-employee Director Emeritus, for services rendered for the fiscal year ended December 31, 2025.

  33. Proposal No. 1: Election of Directors

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | W. Lance Conn | 232,000 | 224,713 | 456,713 | | Kim C. Goodman | 66,000 | 344,626 | 410,626 | | Gregory B. Maffei | 13,962 | ― | 13,962 | | John D. Markley, Jr. | 263,000 | 224,713 | 487,713 | | David Merritt | 207,514 | 224,713 | 432,227 | | James E. Meyer | 43,438 | ― | 43,438 | | Steven A. Miron | 25,000 | 344,626 | 369,626 | | Balan Nair | ― | 344,626 | 344,626 | | Michael A. Newhouse | 160,000 | 224,713 | 384,713 | | Martin E. Patterson | 110,685 | 224,713 | 335,398 | | Mauricio Ramos | 45,000 | 344,626 | 389,626 | | Thomas M. Rutledge (Director Emeritus) | ― | 344,626 | 344,626 | | Carolyn J. Slaski | 224,589 | 224,713 | 449,302 | | J. David Wargo | 100,308 | 224,713 | 325,021 | | Eric L. Zinterhofer | 65,000 | 494,763 | 559,763 |

  34. Proposal No. 1: Election of Directors

    | (1) Cash compensation to the directors, other than Special Committee compensation, is paid in advance on a quarterly basis. Special Committee cash compensation is paid in arrears on a quarterly basis. In addition to the annual retainer, Mr. Conn received payments for his service as the Compensation and Benefits Committee chair, as a member of the Compensation and Benefits Committee and as a member of the Finance Committee. Ms. Goodman elected to receive her annual retainer in equity for 2025 and she received payments for her service as a member of the Audit Committee. Former director Mr. Maffei did not receive an annual retainer in 2025 as he had elected to receive his annual retainer in equity, but he did receive prorated payments for his service as a member of the Compensation and Benefits Committee and as a member of the Finance Committee. In addition to the annual retainer, Mr. Markley received payments for his service on the Audit Committee, and as chair and as a member of the Nominating and Corporate Governance Committee. In addition to the annual retainer, former director Mr. Merritt received prorated payments for his service as chair of the Audit Committee through April 22, 2025, and payments for his service as a member of the Audit Committee and for his service on the Finance Committee. Former director Mr. Meyer received a prorated payment of his annual retainer and a prorated payment for his service as a member of the Nominating and Corporate Governance Committee. Mr. Miron elected to receive his annual retainer in equity for 2025 and he received payments for his service on the Compensation and Benefits Committee. Mr. Nair elected to receive his annual retainer in equity for 2025 and did not serve on any committees during 2025. In addition to the annual retainer, Mr. Newhouse received payments for his service as a member of the Nominating and Corporate Governance Committee and as a member of the Finance Committee. Commencing April 22, 2025, Mr. Patterson received a prorated annual retainer payment and prorated payments for his service as a member of the Nominating and Corporate Governance Committee and as a member of the Finance Committee. Mr. Ramos elected to receive his annual retainer in equity for 2025 and he received payments for his service as a member of the Compensation and Benefits Committee and the Nominating and Corporate Governance Committee. Mr. Rutledge elected to receive his annual director emeritus retainer in equity for 2025. In addition to the annual retainer, Ms. Slaski received prorated payments for her service as chair of the Audit Committee commencing April 22, 2025, and payments for her service as a member of the Audit Committee. Commencing April 22, 2025, Mr. Wargo received a prorated annual retainer payment and a prorated payment for his service as a member of the Compensation and Benefits Committee. Mr. Zinterhofer elected to receive his annual retainer in equity for 2025 and he |

  35. Proposal No. 1: Election of Directors

    received payments for his service as a member of the Compensation and Benefits Committee, the Nominating and Corporate Governance Committee and the Finance Committee. For their service on the Special Committee, Mses. Goodman and Slaski and Messrs. Conn, Markley (as chair) and Merritt each received an annual retainer and payments for each Special Committee meeting attended in excess of six meetings.

  36. Proposal No. 1: Election of Directors

    | (2) Represents the grant date fair value of restricted stock grants for directors, which were granted on April 22, 2025 and vest on the date of the Company’s annual meeting of stockholders in 2026. Amounts include the annual equity retainer granted to all directors, and Mr. Rutledge as director emeritus, with a grant date fair value of $224,713 (and $374,850 for Mr. Zinterhofer as the Non-Executive Chairman). For Ms. Goodman and Messrs. Miron, Nair, Ramos and Zinterhofer, and Mr. Rutledge as director emeritus, amounts also include the annual retainer that they elected to receive in the form of equity and which had a grant date fair value of $119,913. The grant date fair value amount was calculated in accordance with accounting guidance related to share-based payment transactions. For more information, see “Tax and Accounting” under Compensation Discussion and Analysis. |

  37. Proposal No. 1: Election of Directors

    Executive Officers Our executive officers for purposes of Section 16 of the Exchange Act, listed below, are elected by the Board of Directors annually, and each serves at the pleasure of the Board of Directors or until his or her successor is elected and qualified or until his or her earlier resignation or removal.

  38. Proposal No. 1: Election of Directors

    | Executive Officers | Position | | Christopher L. Winfrey | President and Chief Executive Officer | | Richard J. DiGeronimo | President, Product and Technology | | Jessica M. Fischer | Chief Financial Officer | | Jamal H. Haughton | Executive Vice President, General Counsel and Corporate Secretary | | Kevin D. Howard | Executive Vice President, Chief Accounting Officer and Controller | | R. Adam Ray | Executive Vice President, Chief Commercial Officer |

  39. Proposal No. 1: Election of Directors

    Information regarding our executive officers, other than Mr. Winfrey who also serves as a director, is set forth below. Information regarding our other senior company leaders is available on the “Investors” section of our website at ir.charter.com.

  40. Proposal No. 1: Election of Directors

    | Richard J. DiGeronimo President, Product and Technology Age: 48 | | Mr. DiGeronimo has been President, Product and Technology of the Company since December 2022. Mr. DiGeronimo oversees Charter’s product organizations, software development & IT, connectivity technology, network operations, business development, Spectrum Reach, and programming acquisition. Mr. DiGeronimo joined Charter in 2008 as Vice President of Product Management and has served in several leadership roles, including Senior Vice President of Product and Strategy, Executive Vice President of Product and Strategy, Executive Vice President, Chief Product Officer, and he was appointed Chief Product and Technology Officer in 2019. Mr. DiGeronimo joined Charter from Level 3 Communications, where he served as Vice President and General Manager of the Cable Markets Group. He also held leadership roles in product management and corporate finance over his eight years at Level 3. Mr. DiGeronimo started his career at Bear Stearns where he focused on technology investment banking. Mr. DiGeronimo was named Women in Cable Telecommunications (WICT) Rocky Mountain Mentor of the Year in 2015 and serves on the board of directors and as event co-chair of Adaptive Spirit, the primary fundraiser for the United States Paralympics Ski and Snowboard Teams. He received a BBA from the Ross School of Business at the University of Michigan where he graduated with High Distinction. |

  41. Proposal No. 1: Election of Directors

    | Jessica M. Fischer Chief Financial Officer Age: 40 | | Ms. Fischer was named Chief Financial Officer of Charter in October 2021. Ms. Fischer oversees Accounting, Finance, Tax and Risk Management, Procurement, Investor Relations, Internal Audit, Business Intelligence and Corporate Planning. Additionally, she manages Charter’s equity and capital markets strategy and execution, as well as M&A and investing activity. Ms. Fischer most recently served as Executive Vice President, Finance and joined Charter as Deputy Treasurer in 2017. Before joining Charter, she was a partner in the National Tax Department at EY where she advised clients on the tax structuring and implementation of partnership transactions primarily in the media and telecommunications space, including advising Charter on its transactions with Time Warner Cable and Bright House Networks in 2016. She is a graduate of Washington University in St. Louis, where she earned a B.S. in business administration in accounting and managerial economics, and a Master of Science in business administration with a concentration in accounting. |

  42. Proposal No. 1: Election of Directors

    | Jamal H. Haughton Executive Vice President, General Counsel and Corporate Secretary Age: 51 | | Mr. Haughton joined Charter as Executive Vice President, General Counsel and Corporate Secretary in 2023. Mr. Haughton serves as Charter’s chief legal officer and oversees all legal functions across a broad range of disciplines including corporate, commercial, transactional, litigation, product, and programming, as well as regulatory legal matters. Mr. Haughton joined Charter from Madison Square Garden Entertainment Corp. (MSG Entertainment), where he served as the Company’s Executive Vice President, General Counsel and Corporate Secretary, working closely with executive leadership to support MSG Entertainment’s long-term direction and growth. Prior to MSG Entertainment, Mr. Haughton served as Senior Vice President and General Counsel at Samsung Electronics America, Inc. He served as Samsung’s chief legal officer for the U.S. and was responsible for providing counsel to the CEO and senior leadership on all legal matters affecting Samsung and its subsidiaries. Mr. Haughton spent 10 years at Cablevision Systems Corporation in roles of increasing responsibility. In his last role at Cablevision as Senior Vice President, Associate General Counsel and Assistant Secretary, Mr. Haughton provided ongoing legal counsel to the Board of Directors and senior executive management on corporate governance, public company reporting, corporate finance and major strategic company-wide corporate transactions, including Cablevision’s sale to Altice USA in 2016. Mr. Haughton began his legal career in the New York office of Cravath, Swaine & Moore LLP, where he spent seven years in the firm’s Corporate Practice where he specialized in domestic and cross-border mergers and acquisitions, corporate finance, and securities law matters. Mr. Haughton has been recognized with several industry honors including Chambers’ “Global Top 100 GC Influencers” (2019). Mr. Haughton received his J.D. from Yale Law School and his B.A. from the University of Michigan. |

  43. Proposal No. 1: Election of Directors

    | Kevin D. Howard Executive Vice President, Chief Accounting Officer and Controller Age: 56 | | Mr. Howard is Executive Vice President, Chief Accounting Officer and Controller at Charter. He joined Charter in 2002 as Director of Financial Reporting and was promoted to Chief Accounting Officer and Controller in 2006. He also served as Interim Chief Financial Officer from August 1, 2010, through October 31, 2010. Mr. Howard is responsible for Charter’s operational and technical accounting, taxes, financial reporting, payables and enterprise resource planning operations. Mr. Howard joined Charter from Arthur Andersen LLP, where he served as an auditor in the audit division for nearly a decade. He is a certified public accountant and a certified managerial accountant. He received a B.S. in finance and economics from the University of Missouri-Columbia. |

  44. Proposal No. 1: Election of Directors

    | R. Adam Ray Executive Vice President, Chief Commercial Officer Age: 50 | | Mr. Ray is Executive Vice President, Chief Commercial Officer at Charter. He leads Spectrum’s residential and commercial sales and marketing efforts which includes the Company’s marketing, residential sales, Spectrum Business and Spectrum Community Solutions organizations, as well as operations business planning. Previously, Mr. Ray served as Executive Vice President, Sales Operations and Planning, and held a series of increasingly senior leadership positions in residential sales and Field Operations, including leading the Florida Regional operations for nearly three years. Additionally, he oversaw the Community Solutions team serving multifamily properties, off-campus student housing, senior residences, RV parks and marinas. Prior to that he served as Regional Vice President of Field Operations for the Florida Region, Group Vice President of Residential Direct Sales, and earlier in his career at Charter served as Senior Director, Sales Operations in Los Angeles and Director of Sales Operations in Tennessee. In 2005, Mr. Ray joined Charter from Comcast, where he spent four years as a sales leader in Knoxville, Tennessee. In recognition of his industry leadership, Mr. Ray has appeared multiple times on the Cablefax 100 list which honors the most influential executives in the media, cable and broadband industry. Mr. Ray received a B.A. in biology from Maryville College, a master’s degree from Austin Peay State University, and an MBA from the University of Tennessee-Knoxville. In addition, he is a graduate of the Cable Executive Management program at Harvard Business School. |

  45. Fiscal 2025 Operational and Financial Highlights

    The graph below tracks Charter’s 5-year total shareholder return (TSR) against the S&P 500 and Primary Peer Group companies. See “Compensation Peer Groups” section below for further details on Charter’s Primary and Secondary Peer Groups.

  46. the S&P 500 Index, and a Peer Group

    the S&P 500 Index, and a Peer Group *$100 invested on 12/31/20 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.

  47. Summary of 2025 Performance-Oriented Incentive Program Designs

    Summary of 2025 Performance-Oriented Incentive Program Designs

  48. Summary of 2025 Performance-Oriented Incentive Program Designs

    | Annual Incentive Plan | | | • | Annual cash incentive with target opportunities based on a percentage of base salary and representing a meaningful portion of the overall cash compensation mix — all NEOs participated in the annual incentive plan with target bonus opportunities ranging from 150% to 300% of base salary, tying a substantial portion of cash compensation to the achievement of financial results and strategic business objectives. | | • | Threshold bonus payout level set at 0% of target and maximum bonus payout level set at 150% of target — the payout range balances downside and upside earnings potential to create a strong incentive for the achievement of sustainable financial and operational performance, delivered through the execution of Charter’s growth-oriented strategy. | | • | Formulaic plan design with financial metrics that are key indicators of Charter’s success and measures of long-term value creation in a subscription business — metrics reward top and bottom-line performance and the achievement of key strategic objectives for the business. For all NEOs, the metrics were total revenue (excluding mobile device related revenue) weighted at 15%, total Adjusted EBITDA weighted at 55%, and Strategic Objectives weighted at 30%. For 2025, Strategic Objectives related to capital and free cash flow management and the execution of several key Charter initiatives, including: network evolution and expansion, customer commitment and reliability, inclusion of direct-to-consumer (DTC) applications, development of AI tools, and new revenue stream development. | | • | Challenging, meaningful performance objectives — performance levels are tied to meaningful growth, motivate strong revenue and Adjusted EBITDA results, and balance reward levels with the relative difficulty of achieving given levels of performance. |

  49. Summary of 2025 Performance-Oriented Incentive Program Designs

    | Annual Long-Term Incentive Plan | | | • | Target long-term incentive opportunities are set as a fixed dollar value and represent the majority of the pay mix for NEO total compensation packages — subject to their participation in the 5-Year Performance-Based Equity Program (the “2023 Performance Equity Program” described further below), all NEOs are eligible to participate in the annual long-term incentive plan, which awards annual equity grants to participants in January of each year. With the exception of Mr. Haughton who joined the Company in November 2023, all of the NEOs participated in the 2023 Performance Equity Program and, for the 2025 annual long-term incentive plan, their grants under the plan are based on the difference between their current target long-term incentive opportunity and their target opportunity as of the grant date for the 2023 Performance Equity Program (i.e., 2023 Performance Equity Program participants did not receive their full target long-term incentive opportunity for 2025). The full annual long-term incentive targets for the NEOs represent between 63% to 75% of total compensation. | | • | Award mix that emphasizes stock price appreciation — grants are generally delivered in a mix of 90% stock options and 10% RSUs, emphasizing the performance-based nature of long-term awards and to reflect the influence of the leadership roles the NEOs hold within Charter. | | • | Grants with multi-year time-based vesting period — grants 100% vest on the third anniversary of the grant date (3-year cliff vesting), ensuring that performance achievement and value delivered under the program are tied to a long-term time horizon. |

  50. Summary of 2025 Performance-Oriented Incentive Program Designs

    | 5-Year Performance-Based Equity Program (the “2023 Performance Equity Program”) | | | • | Special equity program providing multiple years of long-term incentive value in a single grant, aligning with multi-year strategic business initiatives — all of the NEOs except for Mr. Haughton participated in the 2023 Performance Equity Program, with awards made to program participants in February 2023 (Mr. Haughton joined in November 2023 after the grants were made and therefore participates only in the annual long-term incentive plan). Under the program, each participant received a target award value equal to 5x their annual target long-term incentive opportunity, less value already delivered through the annual long-term incentive plan in January of that year. By combining equity award value that would ordinarily be granted in future years into a single grant with vesting tied to continued service and stock price achievement, the 2023 Performance Equity Program creates additional incentive for participants to drive sustained stock |

  51. Summary of 2025 Performance-Oriented Incentive Program Designs

    | | price growth. In particular, the size and length of the program aligns with Charter’s multi-year growth initiatives, including network expansion in both rural and existing markets and network evolution to provide converged gigabit connectivity across Charter’s entire footprint, the successful execution of which are key drivers of stock price growth. The 2023 Performance Equity Program is comparable in design to the program Charter adopted in 2016, which was also structured to incentivize management through a multi-year, transformational period, specifically the integration of multiple businesses following the Transactions completed in that year. | | • | Option-heavy award mix that mirrors the annual long-term incentive plan and emphasizes stock price appreciation — all participants received grants such that, of the total number of options and units granted, 90% of such total was stock options and 10% was RSUs. This is comparable to the mix for the annual long-term incentive plan (which uses a mix of 100% stock options for the CEO and 90% stock options and 10% RSUs for the other NEOs, based on the allocation of value between the different vehicles versus the overall number of options and units granted) and ties the substantial majority of value realized to stock price appreciation. | | • | Time-based vesting period of 3 to 5 years, longer than the 3-year cliff vesting schedule used in the annual long-term incentive plan and aligning with the 5-year period over which the program is intended to deliver value — grants are subject to time-based vesting criteria with equal components of the award becoming eligible to vest (subject to additional performance criteria) on each of the third, fourth and fifth anniversaries of the grant date. This vesting structure provides a longer time horizon over which awards are earned relative to the annual long-term incentive plan, consistent with the multiple years of award value delivered under the program. | | • | Performance-based vesting criteria that tie vesting to the achievement of targeted levels of stock price appreciation — in addition to time-based vesting criteria, awards under the 2023 Performance Equity Program require the achievement of significant increases to Charter’s stock price in order to vest, with each tranche of stock options and RSUs having an associated stock price hurdle that must be achieved in order for that tranche to vest. There are a total of six price hurdles ranging from $507 to $1,000 (with the minimum price hurdle for the CEO being higher at $564) and representing between 28% to 152% stock price growth relative to the February 10, 2023 closing stock price of $396.94 (the reference point used by the Committee and the Board when approving performance objectives for the program). These levels of price appreciation correspond to 5-year compound annual growth rates between 5% and 20%, and if a price hurdle is not achieved by the sixth anniversary of the grant date then the associated stock options and RSUs will be forfeited. The specific time and performance-vesting requirements of stock options and RSUs under the 2023 Performance Equity Program, along with other relevant terms and conditions of these awards, are described further in the Long-Term Incentives section of this CD&A. | | • | No accelerated vesting upon any involuntary termination or voluntary resignation occurring outside of a change in control — accelerated vesting is only provided in circumstances where the associated price hurdle has been achieved and either (i) the termination is due to death or disability, or (ii) an involuntary termination without cause or voluntary resignation for good reason in connection with a change in control. This treatment is an important shareholder protection mechanism and ensures that participants only recognize value from the program in connection with the achievement of stock price appreciation over a multi-year time horizon. |

  52. Long-Term Incentive Program Aligns Pay and Performance

    Long-Term Incentive Program Aligns Pay and Performance Since the completion of the Transactions in May 2016, Charter has applied a consistent approach to incentive design. Specifically, Charter’s philosophy has been to deliver the largest portion of NEO compensation in the form of long-term incentives tied to stock price appreciation, i.e., stock options. These long-term awards have either been delivered through annual grants of time-vested awards or as part of special, multi-year performance-based equity programs. In each case, awards utilize an option-heavy mix, and the multi-year programs further incentivize price appreciation by granting multiple years of value up-front and tying such value to additional stock price hurdle vesting requirements. From May 2016, Charter achieved a period of significant stock price growth, increasing 261% from $227.41 (the closing price of Charter’s Class A common stock on May 18, 2016) to a high of $821.01 (the closing stock price on September 2, 2021). Following this period of growth, the stock price fell by 75% to $208.75 (the closing stock price on December 31, 2025). This multi-year decline in stock price was driven by a combination of factors, including a macroeconomic environment where lower residential move volumes limited new sales opportunities and an industry environment with increased competition from cell phone internet providers and fiber overbuilders. Charter’s consistent approach to long-term incentive design over this period created a strong linkage between the potential compensation realizable by NEOs and stock price performance. In particular, all of Charter’s outstanding stock option awards granted since May 2016 are underwater, and the weighted average strike price of such options held by the NEOs ($370.69) is 78% higher than the December 31, 2025 closing stock price. In December 2025 – along with regular grants under the 2026 annual equity program that are described in the Compensation Actions in 2026 section below – the Committee also approved special one-time equity grants for the NEOs to be granted in 2026 contingent upon the close of the Cox Transactions. At the closing date, the NEOs will receive equity awards with a target grant value equal to 1.5 times their annual long-term incentive target and delivered in a mix of 50% time-vested stock options and 50% time-vested RSUs. The stock options will vest entirely on the fourth anniversary of the date of grant, half of the RSUs will vest on the second anniversary of the date of grant, and the remaining half of the RSUs will vest on the fourth anniversary of the date of grant. The Committee approved these awards given the critical nature of the integration work that will need to occur following the close of the Cox Transactions and to ensure that the NEOs were appropriately incentivized to successfully execute on such integration objectives. The special equity grants continued to be designed consistent with the Committee’s historical pay philosophy – in particular delivering half of the award value in stock options – and are necessary to appropriately reward NEOs for driving stock price growth post-transaction. Additional discussion of the alignment between Charter’s executive pay program and company performance (through the end of the 2025 fiscal year) is provided in the Pay Versus Performance disclosure on page 77 of this proxy statement.

  53. Mix of Pay

    Mix of Pay Charter’s compensation structure for the NEOs results in an overall mix of pay that is highly performance-based, particularly with respect to the proportion of compensation tied to stock price appreciation via stock options and without taking into account the performance-based incentives derived from previously vested equity awards. In measuring the compensation mix granted in 2025 to the CEO and other NEOs, Charter considers both the value delivered in 2025 (as disclosed in the Summary Compensation Table) plus an annualized portion of the grant value of time and performance-based equity awards granted in 2023, with such value annualized over the 5-year period through the last time-based vesting date of the 2023 Performance Equity Program. Based on these combined values, the 2025 pay mix for Charter’s CEO and other NEOs was as follows:

  54. Compensation Actions in 2025

    | 1. | Renewed the employment agreement with Mr. Winfrey in connection with his continued service as President & Chief Executive Officer. |

  55. Compensation Actions in 2025

    | Pay Element | Prior | New | | Base Salary | $1,700,000 | $2,500,000* | | Annual Incentive | 250% of base salary | 300% of base salary* | | Long-Term Incentive | $17.0 million | $23.0 million** |

  56. Compensation Actions in 2025

    | * Effective as of the December 1, 2025 effective date of the new employment agreement. |

  57. Compensation Actions in 2025

    | ** For the annual equity grant in January 2026, Mr. Winfrey will be entitled to an equity award of $6.0 million, which represents the increase in his target long-term incentive opportunity, to be delivered 100% in stock options (versus the mix of 90% stock options and 10% RSUs provided to the other NEOs). |

  58. Compensation Actions in 2025

    | 2. | Renewed the employment agreement with Mr. DiGeronimo in connection with his continued service as President, Product & Technology. |

  59. Compensation Actions in 2025

    In July 2025, the Committee approved renewing the employment agreement with Mr. DiGeronimo, increasing his base salary from $1,450,000 to $1,500,000, his annual bonus opportunity from 200% of base salary to 225% of base salary, and his long-term incentive opportunity from $10.0 million to $11.75 million as of the August 1, 2025 effective date of the amended agreement. In connection with the increase to Mr. DiGeronimo’s long-term incentive opportunity, the Committee also approved an off-cycle equity award of $875,000, equal to 50% of the increase in his target long-term incentive opportunity, with an August 1, 2025 grant date. The award was delivered in a mix of 90% stock options and 10% RSUs, vests on the third anniversary of the grant date, and provides a 10-year term to exercise stock options. The number of stock options granted equals the portion of the grant value allocated to stock options divided by the Black-Scholes value per stock option at grant, and the number of RSUs granted equals the portion of the grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant). The agreement has an initial term through August 1, 2027, and Mr. DiGeronimo’s resulting annual compensation package is detailed as follows:

  60. Compensation Actions in 2025

    | Pay Element | Prior | New | | Base Salary | $1,450,000 | $1,500,000* | | Annual Incentive | 200% of base salary | 225% of base salary* | | Long-Term Incentive | $10.0 million | $11.75 million** |

  61. Compensation Actions in 2025

    | * Effective as of the August 1, 2025 effective date of the new employment agreement. |

  62. Compensation Actions in 2025

    | ** In 2026, Mr. DiGeronimo will be entitled to awards under the annual equity program equal to the difference in his new target long-term incentive opportunity and the prior target long-term incentive opportunity used for purposes of determining his award under the 2023 Performance Equity Program. |

  63. Compensation Actions in 2025

    | 3. | Renewed the employment agreement with Ms. Fischer in connection with her continued service as Chief Financial Officer. |

  64. Compensation Actions in 2025

    In December 2024, the Committee approved renewing the employment agreement with Ms. Fischer, increasing her base salary from $800,000 to $925,000, her annual bonus opportunity from 150% of base salary to 175% of base salary, and her long-term incentive opportunity from $5.5 million to $7.5 million as of the February 5, 2025 effective date of the amended agreement. In connection with the increase to Ms. Fischer’s long-term incentive opportunity, the Committee also approved an off-cycle equity award of $2,000,000, equal to the increase in her target long-term incentive opportunity, with a February 5, 2025 grant date. The award was delivered in a mix of 90% stock options and 10% RSUs, vests on the third anniversary of the grant date, and provides a 10-year term to exercise stock options. The number of stock options granted equals the portion of the grant value allocated to stock options divided by the Black-Scholes value per stock option at grant, and the number of RSUs granted equals the portion of the grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant). The agreement has an initial term through February 5, 2027, and Ms. Fischer’s resulting annual compensation package is detailed as follows:

  65. Compensation Actions in 2025

    | Pay Element | Prior | New | | Base Salary | $800,000 | $925,000* | | Annual Incentive | 150% of base salary | 175% of base salary* | | Long-Term Incentive | $5.5 million | $7.5 million** |

  66. Compensation Actions in 2025

    | * Effective as of the February 5, 2025 effective date of the new employment agreement. |

  67. Compensation Actions in 2025

    | ** In 2026, Ms. Fischer will be entitled to awards under the annual equity program equal to the difference in her new target long-term incentive opportunity and the prior target long-term incentive opportunity used for purposes of determining her award under the 2023 Performance Equity Program. |

  68. Compensation Actions in 2025

    | 4. | Established the 2025 annual incentive plan. |

  69. Compensation Actions in 2025

    Under Charter’s 2025 annual incentive plan design, all NEOs were eligible to earn a cash incentive ranging from 0% to 150% of their target annual incentive opportunity, which is set as a percentage of their annual base salary. Actual performance achievement against the plan’s financial metrics and strategic objectives determined the actual payouts received under the plan. The metrics, weightings and performance ranges were as follows:

  70. Compensation Actions in 2025

    | 5. | Granted annual equity awards to Messrs. Haughton and Ray on January 15, 2025. |

  71. Compensation Actions in 2025

    Messrs. Haughton and Ray each received a grant under Charter’s annual equity program on January 15, 2025. Mr. Haughton received a grant based on his target long-term incentive opportunity of $3.125 million, and Mr. Ray received a grant based on the difference between his current target long-term incentive opportunity of $3.75 million and the target long-term incentive opportunity of $3.0 million that was in effect at the time he received an award under the 2023 Performance Equity Program. The awards for Messrs. Haughton and Ray were delivered in a mix of 90% stock options and 10% RSUs, vest on the third anniversary of the grant date, and provide a 10-year term to exercise stock options. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant, and the number of RSUs granted equals the portion of the grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant). Apart from the actions described above, there were otherwise no changes to the base salary, annual incentive and long-term incentive compensation for the NEOs. See the “Employment Agreements” section below for additional information on the employment agreements for the NEOs.

  72. Compensation Actions in 2026

    Compensation Actions in 2026 In addition to the foregoing, in December 2025 the Committee approved a two-year renewal of Mr. Ray’s employment agreement with a January 19, 2026 effective date, increasing his base salary from $725,000 to $750,000, his target bonus opportunity from 150% to 160% of base salary, and his target long-term incentive opportunity from $3,750,000 to $4,250,000 (in each case increased as of the effective date of the amended employment agreement). In addition, the Committee also approved an off-cycle equity grant of $500,000, equal to the increase in his target long-term incentive opportunity provided in connection with the renewal of the agreement, to be granted on the January 19, 2026 effective date. Also in December 2025, the Committee approved the Company’s annual equity program for 2026, with awards under the program granted on January 15, 2026 to all eligible employees. Each of the NEOs received a grant under the annual equity program, as follows:

  73. Compensation Actions in 2026

    | • | Pursuant to the renewal of his employment agreement, Mr. Winfrey received an award of $6.0 million, which was equal to the increase in his target long-term incentive opportunity made in connection with such renewal. |

  74. Compensation Actions in 2026

    | • | Messrs. DiGeronimo and Ray and Ms. Fischer received awards of $1.75 million, $750,000, and $2.0 million, respectively, and in each case such amount was equal to their current target long-term incentive opportunity less the long-term incentive opportunity that was used for purposes of determining their grant under the 2023 Performance Equity Program. For Mr. Ray, this grant was in addition to the subsequent grant made on January 19, 2026 in connection with the renewal of his employment agreement on that date and described above. |

  75. Compensation Actions in 2026

    | • | Mr. Haughton received an award of $3.125 million based on his target long-term incentive opportunity. |

  76. Compensation Actions in 2026

    The award to Mr. Winfrey was delivered in 100% stock options, and the awards to Messrs. DiGeronimo, Ray and Haughton and Ms. Fischer were delivered in a mix of 75% stock options and 25% RSUs. All awards vest in full on the third anniversary of the respective grant date and stock options have a 10-year term to exercise. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant. The number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant). As described in the Long-Term Incentive Design Aligns Pay and Performance section above, in December 2025 the Committee approved special one-time equity grants for the NEOs to be granted in 2026 subject to the close of the Cox Transactions. Each NEO will receive an equity award with a grant value equal to 1.5 times the NEO’s annual long-term incentive target and delivered in a mix of 50% time-vested stock options and 50% time-vested RSUs. The stock options will vest entirely on the fourth anniversary of the date of grant and will have a 10-year term to exercise, and the RSUs will vest in two installments, with 50% vesting on the second anniversary of the date of grant and 50% vesting on the fourth anniversary of the date of grant. The number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant. The number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the date of grant). Process for Determining Executive Compensation

  77. Role of the CEO and Compensation and Benefits Committee

    Role of the CEO and Compensation and Benefits Committee The Compensation and Benefits Committee of our Board of Directors is responsible for overseeing our overall compensation structure, policies and programs and assessing whether our compensation structure results in appropriate compensation levels and incentives for executive management. The Committee determines the pay levels for our NEOs in consideration of a number of factors and within the framework of the Company’s compensation philosophy, as described below. Factors considered include each individual’s role and responsibilities within Charter, the individual’s experience and expertise, pay levels for comparable peer positions both within Charter and in the competitive marketplace, and performance of the individual and Charter as a whole. In setting pay levels for each element of compensation, the Committee considers all forms of compensation and benefits and the resulting impact on total value delivered to the executive. Each year, the CEO reviews the performance of each of the other NEOs and recommends both compensation adjustments based on overall competitiveness and effectiveness of the compensation program as well as actual bonus payouts under the annual incentive plan in light of performance against the objectives approved by the Committee. The Committee regularly meets in executive session to consider these matters, and while the Committee considers the CEO’s recommendations along with analysis provided by the Committee’s compensation consultant, it retains full discretion to set all compensation for our NEOs other than the CEO. With respect to the CEO, the Committee recommends the CEO’s compensation to Charter’s full Board of Directors, with non-employee directors voting on the approval of any recommendations, subject to any employment agreements.

  78. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) to serve as its independent compensation consultant and assist in fulfilling its responsibilities. Semler Brossy reports directly to the Committee, providing recommendations and advice related to all aspects of Charter’s executive compensation program. As necessary, Semler Brossy works with management to obtain information necessary to develop their recommendations. During the year ended December 31, 2025, Semler Brossy provided no services to Charter other than those provided directly to or for the benefit of the Committee, including: attending meetings; providing information, research and analysis pertaining to executive compensation programs; conducting a comprehensive assessment of our annual executive compensation program relative to our peer groups and broader industry data; updating the Committee on market trends and changing practices; and advising on the design of the executive compensation program and the reasonableness of individual compensation targets and awards. The Committee has determined that there was no conflict of interest between its compensation consultant and the Committee during the year ended December 31, 2025.

  79. Compensation Philosophy and Competitive Positioning

    Compensation Philosophy and Competitive Positioning The Committee applies the following pay philosophy for purposes of setting NEO compensation and designing annual and long-term incentive programs that motivate the performance and retention of our NEOs:

  80. Compensation Philosophy and Competitive Positioning

    | 1. | Base salary, target annual incentive, and annualized grant date values for long-term equity incentive generally positioned between the corresponding 50th and 75th percentile levels of the peer group; |

  81. Compensation Philosophy and Competitive Positioning

    | 2. | Annual incentive design that rewards the achievement of meaningful year-over-year growth in revenue and Adjusted EBITDA and the execution of key strategic objectives for the business; and |

  82. Compensation Philosophy and Competitive Positioning

    | 3. | Long-term equity incentive design that emphasizes stock options to create a strong linkage between pay and sustained stock price performance. In order for NEOs to realize their target long-term incentive value, Charter’s stock price must achieve meaningful price appreciation. |

  83. Compensation Peer Groups

    Compensation Peer Groups The Committee maintains a Primary Peer Group and Secondary Peer Group and examines these peer groups on an annual basis. The Committee uses the following criteria to identify members of the Primary Peer Group:

  84. Compensation Peer Groups

    | • | North American publicly traded companies, in particular internet providers and organizations in the video programming distribution, wireless communication or advertising spaces |

  85. Compensation Peer Groups

    | • | Size: Approximately $14 billion to $220 billion in annual revenue (0.25x to 4.0x Charter’s revenue) |

  86. Compensation Peer Groups

    | • | Relevant Industries: Cable & Satellite, Integrated Telecommunication Services and Wireless Telecommunications, Movies & Entertainment and Broadcast |

  87. Compensation Peer Groups

    In addition to the Primary Peer Group, the Committee also examines the executive compensation practices of other larger publicly traded, consumer-oriented companies, which compose the Secondary Peer Group. In 2025, the Committee reviewed the composition of the peer groups, including the impact of any merger and acquisition activity on companies within the groups, and determined that no additional changes to the peer groups were necessary.

  88. Compensation Peer Groups

    | Primary Peer Group | | | | | AT&T Inc. Cisco Systems, Inc. Comcast Corporation EchoStar | Fox Corp. Liberty Global Plc Lumen Technologies, Inc. Netflix, Inc. | Paramount Skydance Corp. The Walt Disney Company T-Mobile US, Inc. Verizon Communications Inc. | Warner Bros. Discovery, Inc. |

  89. Compensation Peer Groups

    | Secondary Peer Group | | | | | 3M American Express Co. Bristol-Myers Squibb Co. Caterpillar Gilead Sciences, Inc. | Honeywell International, Inc. IBM Johnson & Johnson Merck & Co., Inc. Mondelez International, Inc. | Nike, Inc. PepsiCo, Inc. Pfizer Inc. Philip Morris International, Inc. Procter & Gamble Co. | Qualcomm Raytheon Technologies The Coca-Cola Co. The Kraft Heinz Co. |

  90. Compensation Peer Groups

    Elements of Compensation

  91. Annual Incentive Plan

    Annual Incentive Plan Charter established the Annual Incentive Plan for the NEOs to provide a cash-based incentive that rewards the achievement of strong annual operational and financial results and drives annual progress for key strategic objectives. Each year, the actual amount of compensation earned by participants under the plan is dependent upon performance against pre-established objectives set and approved by the Committee. In determining the performance metrics under the plan, the Committee selects what it believes to be the best annual financial and operational metrics that support long-term success with the strongest linkage to shareholder value creation. When establishing the threshold, target and maximum performance objectives for each plan metric, the Committee seeks to set goals that represent challenging but attainable year-over-year improvement in Company performance. For fiscal year 2025, the Annual Incentive Plan for our NEOs utilized both financial measures of top and bottom-line performance as well as strategic objectives that represented operating priorities important to the success of Charter’s business. The financial metrics under the plan were total revenue (weighted 15%) and total Adjusted EBITDA (weighted 55%). The strategic objectives that applied to all NEOs under the plan were Free Cash Flow Management (weighted 15%) and the execution of 2025 Strategic Priorities (weighted 15%) such as network evolution and expansion, customer commitment and reliability, DTC app inclusion, and the development of AI tools and new revenue streams. Payouts under the Annual Incentive Plan were set to range from 0% to 150% of each NEO’s target annual incentive opportunity based on the actual performance achieved against the Committee-approved goals for each metric. The Committee also has the discretion to increase or decrease payouts under the Annual Incentive Plan based on organizational considerations, such as acquisitions or significant transactions and performance considerations, such as changes in products or markets and other unusual, unforeseen or exogenous situations. Based on Charter’s 2025 performance achievement against the Annual Incentive Plan’s revenue and Adjusted EBITDA goals and strategic objectives, the Committee approved an overall incentive payout of 94.30% of the target annual incentive opportunities for the NEOs. With respect to the financial performance objectives, Charter’s 2025 revenue and Adjusted EBITDA results both fell between threshold and target performance levels under the plan, with the Committee approving a 73.14% payout for the revenue component of the bonus and an 83.33% payout for the Adjusted EBITDA component of the bonus. In determining payout levels for the strategic objectives of Free Cash Flow Management and the execution of 2025 Strategic Priorities, the Committee evaluated the Company’s 2025 performance achievement against these objectives, considering the following in particular:

  92. Annual Incentive Plan

    | • | Launched 2x1 Gbps speed in targeted high split markets. |

  93. Annual Incentive Plan

    | • | Exceeded the goal for new passings constructed over the year. |

  94. Annual Incentive Plan

    | • | Achieved continued decreases in customer-level unplanned outages and exceeded goal for call reductions from improved outage detection and customer communication. |

  95. Annual Incentive Plan

    | • | Launched the Spectrum App Store where customers can activate, discover, buy and manage digital services. |

  96. Annual Incentive Plan

    | • | Achieved Free Cash Flow that was favorable to budget for the year. |

  97. Annual Incentive Plan

    With respect to the strategic objectives that applied for all NEOs, the Committee approved a payout level of 125% for both the Free Cash Flow Management objective as well as the 2025 Strategic Priorities objective, resulting in an overall strategic objectives payout of 125% for the NEOs. The tables below detail the annual incentive calculations for the NEOs.

  98. 2025 Annual Incentive Payout

    2025 Annual Incentive Payout

  99. 2025 Annual Incentive Payout

    | Metric | Target ($ million) | Performance ($ million) | Payout % | Weighting | Weighted Payout % | | Revenue | $52,503 | $52,225 | 73.14% | 15.0% | 10.97% | | Adjusted EBITDA | $22,757 | $22,682 | 83.33% | 55.0% | 45.83% | | Strategic Objectives | Discretionary Assessment | | 125% | 30.0% | 37.50% | | Total | | | | 100.0% | 94.30% |

  100. 2025 Annual Incentive Payout

    Note: Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to non-controlling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges, merger and acquisition costs and (gain) loss on sale or retirement of assets. For purposes of calculating bonus attainment, revenue does not include mobile device related revenue and has been adjusted to remove the impact of over-performance of the seamless entertainment applications, and Adjusted EBITDA does not include such revenue or mobile device related expenses. Capital Management is an after-the-fact, objective evaluation of our capital spend by the Committee. Each NEO has a target annual incentive opportunity set as a percentage of the NEO’s base salary. In setting opportunities each year, the Committee reviews current opportunities relative to those among peer group companies and evaluates criteria with respect to each NEO’s role, including changes in scope and complexity, impact on Company strategy, and degree of enterprise-wide influence. Over the course of 2025, the Committee increased the target annual incentive opportunities for Messrs. Winfrey and DiGeronimo and Ms. Fischer in connection with their entry into amended employment agreements with the Company and effective as of the effective date of the respective agreement. The Committee determined that no annual incentive adjustments were necessary for our other NEOs as current opportunities continued to be competitive and appropriate for their roles. The table below summarizes the 2025 target annual incentive opportunities and actual incentive payouts for each of our NEOs.

  101. 2025 Annual Incentive Payout

    | | | Target Annual Incentive | | Annual Incentive | | | Executive Officer | Base Salary | % of Base Salary | $ Value | % of Target | $ Value | | Christopher L. Winfrey | $2,500,000 | 300% | $4,520,833(1) | 94.30% | $4,263,146 | | Richard J. DiGeronimo | $1,500,000 | 225% | $3,099,110(2) | 94.30% | $2,922,460 | | Jessica M. Fischer | $925,000 | 175% | $1,578,596(3) | 94.30% | $1,488,616 | | Jamal H. Haughton | $750,000 | 150% | $1,125,000 | 94.30% | $1,060,875 | | R. Adam Ray | $725,000 | 150% | $1,087,500 | 94.30% | $1,025,513 |

  102. 2025 Annual Incentive Payout

    | (1) Mr. Winfrey’s target annual incentive is prorated based on the December 1, 2025 effective date of increases to his annual base salary (from $1,700,000 to $2,500,000) and target annual incentive (from 250% of base salary to 300% of base salary). |

  103. 2025 Annual Incentive Payout

    | (2) Mr. DiGeronimo’s target annual incentive is prorated based on the August 2, 2025 effective date of increases to his annual base salary (from $1,450,000 to $1,500,000) and target annual incentive (from 200% of base salary to 225% of base salary). |

  104. 2025 Annual Incentive Payout

    | (3) Ms. Fischer’s target annual incentive is prorated based on the February 5, 2025 effective date of increases to her annual base salary (from $800,000 to $925,000) and target annual incentive (from 150% of base salary to 175% of base salary). |

  105. Long-Term Incentives

    Long-Term Incentives Charter’s long-term incentive awards align the interests of the NEOs with those of our stockholders by linking a significant portion of NEO compensation to sustained growth in the Company’s stock price over multi-year periods. The Committee establishes long-term incentive designs and opportunities in consideration of each NEO’s level within the organization, the nature of their particular role and job responsibilities, the desired mix of short and long-term incentive compensation, retention and succession planning considerations, the executive’s line-of-sight to our stock price performance, competitive pay levels observed among peer and general industry organizations, and how such designs align with overall business financial and strategic objectives. When determining and approving equity awards to executives, the Committee has consistently authorized the annual equity awards to be granted on January 15, or the next business day if the 15th is not a trading day. Any additional equity awards to NEOs occurring throughout the year are generally made in connection with entering into a new or amended employment agreement and corresponding increase in that NEO’s target long-term incentive opportunity. In these cases, such awards generally occur on the effective date of that agreement. In addition, the special grants made under the 2023 Performance Equity Program were made on February 22, 2023, after the Committee approved the program on February 20, 2023, during an open trading window. The Committee therefore does not consider fluctuations in Charter’s stock price or material nonpublic information when determining the timing of the annual equity awards or any other equity awards granted on an off-cycle basis throughout the year. For 2025, there were two long-term incentive programs which dictated what equity awards NEOs received during the year: the annual long-term incentive plan and the 2023 Performance Equity Program.

  106. Annual Long-Term Incentive Plan

    Annual Long-Term Incentive Plan Under the annual long-term incentive plan, participants receive annual grants of equity in mid-January (the “annual grant date”), delivered in a mix of stock options and RSUs and with the particular mix determined by the participant’s level, vesting in full on the third anniversary of the grant date (i.e., 3-year cliff vesting), and having a 10-year term to exercise stock options. Each year, the Committee determines the target long-term incentive opportunities for NEOs and approves annual equity grants based on these targets. For participants in the 2023 Performance Equity Program, as described further below, additional awards may be granted under the annual long-term incentive plan if their target long-term incentive opportunity is increased relative to the target opportunity used for purposes of determining their grant under the 2023 Performance Equity Program, or for other purposes as the Committee determines necessary to effectively retain executives and further align compensation with the long-term performance of the Company. In such cases, the award value granted is equal to the NEO’s current target long-term incentive opportunity less the target opportunity at the time grants were made under the 2023 Performance Program. In addition, for changes to long-term incentive opportunities occurring during the year and after the annual grant date, the Committee generally also approves additional off-cycle equity awards based on the difference between the NEO’s new and prior opportunities and prorates the award value delivered based on the timing of the change. In certain circumstances the Committee may provide for a different off-cycle award amount to ensure that such award delivers the appropriate amount of retentive value and alignment with long-term performance. For each grant, the number of stock options granted equals the portion of the executive’s grant value allocated to stock options divided by the Black-Scholes value per stock option at grant, and the number of RSUs granted equals the portion of the executive’s grant value allocated to RSUs divided by the grant price (the average of the high and low prices of Charter common stock on the grant date). Messrs. Haughton and Ray each received a grant under the 2025 annual long-term incentive plan on the January 15, 2025 annual grant date. The value of Mr. Haughton’s long-term incentive award was his full target long-term incentive opportunity, and the value of Mr. Ray’s award was equal to 100% of the difference between his current long-term incentive opportunity and the target opportunity used to calculate his grant under the 2023 Performance Equity Program. Mr. DiGeronimo and Ms. Fischer also received awards under the 2025 annual long-term incentive plan in connection with increases to their target long-term incentive opportunities approved by the Committee in connection with the renewal of their employment agreements. In each case, the awards were granted on the effective date of their amended employment agreement. Mr. DiGeronimo’s award value was equal to 50% of the difference between his new long-term incentive opportunity and the target opportunity used to calculate his grant under the 2023 Performance Equity Program. Ms. Fischer’s award value was equal to 100% of the difference between her new long-term incentive opportunity and the target opportunity used to calculate her grant under the 2023 Performance Equity Program. All grants were delivered in a mix of 90% stock options and 10% RSUs, and the grant details for each NEO are as follows:

  107. 2025 Annual Long-Term Incentive Plan Award Details

    2025 Annual Long-Term Incentive Plan Award Details

  108. 2025 Annual Long-Term Incentive Plan Award Details

    | Executive Officer | Target Long-Term Incentive Opportunity | Target Long-Term Incentive Opportunity for 2023 Performance Equity Program | Grant Value under 2025 Annual Long-Term Incentive Plan | Grant Date | Grant / Strike Price | # of Stock Options Granted | # of RSUs Granted | | Richard J. DiGeronimo | $11,750,000 | $10,000,000 | $875,000 | August 2, 2025 | $267.61 | 8,065 | 327 | | Jessica M. Fischer | $7,500,000 | $5,500,000 | $2,000,000 | February 5, 2025 | $342.81 | 14,024 | 583 | | Jamal Haughton | $3,125,000 | — | $3,125,000 | January 15, 2025 | $349.59 | 21,264 | 894 | | R. Adam Ray | $3,750,000 | $3,000,000 | $750,000 | January 15, 2025 | $349.59 | 5,103 | 215 |

  109. 2023 Performance Equity Program

    2023 Performance Equity Program In February 2023, the Committee approved the 2023 Performance Equity Program in consideration of Charter’s commitment to a number of multi-year transformational and industry-leading network expansion and evolution initiatives. Under the program, participants received 5x their annual long-term incentive grant value, less the value already issued in January 2023 under the annual long-term incentive plan. Awards were delivered in a mix of 90% stock options and 10% RSUs, subdivided into 18 tranches of stock options and 12 tranches of RSUs, each with a time-based vesting requirement ranging from 3 to 5 years after the grant date and performance-based vesting requirement in the form of a stock price hurdle. There are a total of six price hurdles under the program, representing between 5% to 20% compound annual stock price growth over a 5-year period, and the achievement of each price hurdle is determined based on the 60-trading day average closing stock price of Charter common stock. In order to vest, both the time and performance vesting criteria for a tranche must be satisfied, and if a tranche’s associated price hurdle is not achieved by the sixth anniversary of the grant date, that tranche is forfeited. Furthermore, no awards under the program are eligible to vest in connection with any termination, except upon death or disability or for an involuntary termination without cause or resignation for good reason following a change in control; in each case, only award tranches for which the price hurdle is satisfied at the time of termination are eligible to vest. All stock options granted under the 2023 Performance Equity Program have a 10-year term to exercise. The table below summarizes the vesting requirements for all grants made under the program, and both the time and performance-vesting criteria for each tranche must be satisfied in order for the associated tranche to vest.

  110. Vesting Structure of 2023 Performance Equity Program Awards

    | Vesting Structure | | | | | | | Price Growth(3) | | | Approximate % of Stock Options Eligible to Vest(1) | | | Approximate % of RSUs Eligible to Vest(1) | | | | | | | On or After 3rd Anniversary of the Grant Date | On or After 4th Anniversary of the Grant Date | On or After 5th Anniversary of the Grant Date | On or After 3rd Anniversary of the Grant Date | On or After 4th Anniversary of the Grant Date | On or After 5th Anniversary of the Grant Date | Price Hurdle Vesting Requirement | Total | 5-Year CAGR | | 6.7% | 6.7% | 6.7% | — | — | — | $507 / $564(2) | 28% / 42% | 5% / 7% | | 6.7% | 6.7% | 6.7% | — | — | — | $639 | 61% | 10% | | 6.7% | 6.7% | 6.7% | 11.1% | 11.1% | 11.1% | $798 | 101% | 15% | | 6.7% | 6.7% | 6.7% | 11.1% | 11.1% | 11.1% | $870 | 119% | 17% | | 3.3% | 3.3% | 3.3% | 5.6% | 5.6% | 5.6% | $988 | 149% | 20% | | 3.3% | 3.3% | 3.3% | 5.6% | 5.6% | 5.6% | $1,000 | 152% | 20% |

  111. Vesting Structure of 2023 Performance Equity Program Awards

    All NEOs except Mr. Haughton participated in the 2023 Performance Equity Program. The number of stock options and RSUs granted to each participant was based upon: (i) the target grant value of the award, (ii) the value per each stock option and RSU for each tranche, as calculated by a Monte Carlo model of the value of such awards, and (iii) the number of stock options and RSUs required to deliver the targeted grant value such that 90% of the total combined number of stock options and RSUs granted was comprised of stock options and 10% of the total combined number of stock options and RSUs granted was comprised of RSUs. Grants under the 2023 Performance Equity Program were made on February 22, 2023, and the grant details for each NEO were as follows:

  112. 2023 Performance Equity Program Award Details

    | Executive Officer | Target Award Value | Grant Date | Grant / Strike Price | # of Stock Options Granted | # of RSUs Granted | | Christopher L. Winfrey | $68.0 million | February 22, 2023 | $380.53 | 531,840 | 59,093 | | Richard J. DiGeronimo | $40.0 million | February 22, 2023 | $380.53 | 310,996 | 34,555 | | Jessica M. Fischer | $22.0 million | February 22, 2023 | $380.53 | 171,048 | 19,005 | | R. Adam Ray | $12.0 million | February 22, 2023 | $380.53 | 93,299 | 10,366 |

  113. 2023 Performance Equity Program Award Details

    As noted above, all NEOs except for Mr. Haughton (who joined Charter in November 2023 after the commencement of the program and only participates in the annual equity program) received a total target award value equal to 5x their annual long-term incentive opportunity from the combined grants under the 2023 annual long-term incentive plan and the 2023 Performance Equity Program. Total target award values delivered over the course of 2023 were therefore as follows:

  114. 2023 Performance Equity Program Award Details

    The target award values described above differ from the corresponding values in the Summary Compensation Table and Grants of Plan-Based Awards Table due to: (i) rounding to the nearest whole stock option and RSU when converting award values into a number of stock options and RSUs to be granted, and (ii) variation between the initial Monte Carlo value estimates used to calculate the number of stock options and RSUs to be granted under the 2023 Performance Equity Program and the finalized Monte Carlo values calculated after the grant date for purposes of expensing and disclosing the value of such awards.

  115. 2009 Stock Incentive Plan and 2019 Stock Incentive Plan

    2009 Stock Incentive Plan and 2019 Stock Incentive Plan Charter granted long-term incentive awards made prior to April 23, 2019 under the 2009 Stock Incentive Plan (the “2009 Plan”), and granted awards made after this date under the 2019 Stock Incentive Plan (the “2019 Plan” and, collectively, the “Stock Incentive Plans”). Each of the Stock Incentive Plans is an omnibus plan, administered at the discretion of the Committee, that provides for a range of compensation programs including the potential grant of non-qualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance share awards, phantom stock, restricted stock units and restricted stock (each term as defined in the Stock Incentive Plans). The Board of Directors approved the 2019 Plan in January 2019 and shareholders approved the 2019 Plan at the annual meeting on April 23, 2019. In January 2024, the Board of Directors approved an amendment to the 2019 Plan, increasing the shares authorized for issuance under the 2019 Plan by 7.0 million, and shareholders approved the amendment at the annual meeting on April 23, 2024. The terms of the 2019 Plan, after its approval, do not permit additional awards under the 2009 Plan, which terminated on November 30, 2019. Unless terminated sooner, the 2019 Plan terminates on January 29, 2029, with no further options or awards permitted thereafter under that plan. As of December 31, 2025, 8,253,343 shares remained available for future grants under the 2019 Plan. As of December 31, 2025, there were 5,529 participants in the 2019 Plan and there remained 271 participants with awards outstanding under the 2009 Plan. The 2009 Plan authorized the repricing of options. No repricing occurred under the 2009 Plan through its termination. While the 2019 Plan also initially authorized the repricing of options, on January 28, 2020 the Board approved an amendment to the 2019 Plan prohibiting the repricing of stock options without shareholder approval.

  116. Other Elements of Compensation

    Other Elements of Compensation The NEOs are eligible to participate in all other benefit programs offered to all employees generally. Employment Agreements During the 2025 fiscal year, Charter entered into new employment agreements with Messrs. Winfrey and DiGeronimo and Ms. Fischer. Mr. Winfrey’s amended agreement was effective December 1, 2025 and provides for a term of employment of three years from the effective date, and Mr. Winfrey’s prior employment agreement was executed on September 20, 2022 with a December 1, 2022 effective date and with a term through December 1, 2025. Mr. DiGeronimo’s amended agreement was effective August 2, 2025 and provides for a term of employment of two years from the effective date, and Mr. DiGeronimo’s prior employment agreement was executed on September 20, 2022 with a December 1, 2022 effective date with a term through December 1, 2025. Ms. Fischer’s amended agreement was effective February 5, 2025 and provides for a term of employment of two years from the effective date, and Ms. Fischer’s prior employment agreement was effective February 5, 2023 with a term through February 5, 2025. There were otherwise no new employment agreements entered into with an NEO or amendments to existing employment agreements during the year. A more detailed description of employment arrangements with our NEOs is set forth below under the section titled “NEO Employment Agreements.” Tax and Accounting Prior to the Tax Cuts and Jobs Act, Section 162(m) of the Internal Revenue Code placed a $1 million limit on the amount of non-performance-based compensation the Company can deduct in any year for certain NEOs. The Committee had designed the compensation programs with the intention to qualify a majority of compensation as performance-based compensation under Section 162(m). Effective January 1, 2018, performance-based compensation potentially no longer qualifies for exemption from the Section 162(m) limitation. Certain awards under the existing plans may be deductible, but future awards would be analyzed under the new laws and may not create a tax deduction. Once an individual has become an NEO, these individuals will remain subject to the limitation under Section 162(m) for all current and future compensation. These tax effects are only one factor considered by the Committee when entering into compensation arrangements, and the Committee maintains flexibility in compensating executive officers in a manner designed to promote varying corporate goals, which may not be deductible under Section 162(m). We account for stock-based compensation in accordance with United States generally accepted accounting principles (“GAAP”). Restricted stock, restricted stock units, stock options as well as equity awards with market conditions are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period. The fair value of options is estimated on the grant date using the Black-Scholes option-pricing model and the fair value of equity awards with market conditions is estimated on the grant date using Monte Carlo simulations. Additional Compensation Governance Policies

  117. Stockholder Vote on Say on Pay

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($) | All Other Compensation ($)(5) | Total ($) | | Christopher L. Winfrey President and Chief Executive Officer | 2025 | 1,823,846 | — | — | — | 4,263,146 | — | 379,201 | 6,466,193 | | | 2024 | 1,700,000 | — | — | — | 3,756,150 | — | 296,510 | 5,752,660 | | | 2023 | 1,700,000 | — | 8,696,687 | 74,956,650 | 3,499,875 | — | 223,866 | 89,077,078 | | Richard J. DiGeronimo President, Product and Technology | 2025 | 1,525,962 | — | 87,508 | 787,531 | 2,922,460 | — | 251,169 | 5,574,630 | | | 2024 | 1,450,000 | — | — | — | 2,563,020 | — | 280,601 | 4,293,621 | | | 2023 | 1,450,000 | — | 6,085,226 | 43,139,414 | 2,388,150 | — | 251,010 | 53,313,800 | | Jessica M. Fischer Chief Financial Officer | 2025 | 942,308 | — | 199,858 | 1,800,051 | 1,488,616 | — | 25,424 | 4,456,257 | | | 2024 | 800,000 | — | — | — | 1,060,560 | — | 25,659 | 1,886,219 | | | 2023 | 734,615 | — | 3,347,020 | 23,726,633 | 988,200 | — | 23,188 | 28,819,656 | | Jamal H. Haughton EVP, General Counsel and Corporate Secretary | 2025 | 778,846 | — | 312,531 | 2,812,462 | 1,060,875 | — | 24,298 | 4,989,012 | | | 2024 | 750,000 | — | 312,526 | 2,812,549 | 994,275 | — | 24,101 | 4,893,451 | | R. Adam Ray EVP, Chief Commercial Officer | 2025 | 752,885 | | 75,161 | 674,943 | 1,025,513 | | 27,058 | 2,555,560 | | | 2024 | 715,385 | — | 75,142 | 674,988 | 961,133 | — | 27,721 | 2,454,369 | | | 2023 | 625,000 | — | 1,825,353 | 12,941,899 | 772,031 | — | 25,014 | 16,189,297 |

  118. Stockholder Vote on Say on Pay

    | (4) These option awards were granted as options under the 2019 Stock Incentive Plan and are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table. |

  119. Termination due to Retirement by the Executive

    Termination due to Retirement by the Executive Charter generally defines “retirement” eligibility in its long-term incentive plan documents as the employee’s age (at least 55) plus years of service equal to 70 (with a minimum of 5 years of service required for grants made in or after 2021). Under the current employment agreements, equity award agreements and Company policies applicable to our NEOs, in the event that an NEO terminates his or employment with Charter due to retirement, no severance is payable to any NEO but each NEO would be entitled to any bonus earned for periods ending on or before the termination date but not yet paid as of such date, including a bonus under the 2025 Executive Bonus Plan for a termination occurring on December 31, 2025. In addition, time-vesting stock option and RSU grants are subject to continued vesting through the original vesting date if retirement occurs at or above age 60 and are otherwise subject to pro rata vesting after the first anniversary of the respective award’s grant date. Unvested performance-vesting stock option and RSU grants made on February 22, 2023 would be forfeited and cancelled as of the date of termination. For a retirement at or above age 60, all vested time-vesting and performance-vesting stock option awards remain exercisable for five years after the termination date or, in the case of stock options that continue to vest, the vesting date, but in no event will stock options remain exercisable beyond the original expiration date. For a retirement at or above age 55 but below age 60, stock options remain exercisable for three years after the termination date or through the original expiration date, if earlier. None of the NEOs were eligible for retirement as of December 31, 2025.

  120. Pay Versus Performance

    Pay Versus Performance

  121. Pay Versus Performance Results & Discussion

    Pay Versus Performance Results & Discussion An assessment of Charter’s pay versus performance alignment was conducted pursuant to Item 402(v) of Regulation S-K, evaluating the alignment of Charter’s executive pay, stock price performance, and financial performance for the five-year period from January 1, 2021 through December 31, 2025 (referred to as the “measurement period” throughout this Pay Versus Performance discussion). As discussed in the Compensation Discussion and Analysis, Charter’s philosophy for NEO compensation is to provide the largest portion of pay in the form of long-term incentives that vest over a multi-year timeframe and are tied to stock price appreciation; it is Charter’s view that this creates the strongest possible alignment between executives and shareholders. When evaluating this philosophy through the lens of pay versus performance, actual compensation realized or earned by NEOs should therefore be primarily dependent upon Charter creating sustained stock price growth, with increases in executive pay from periods of stock price appreciation and decreases in executive pay from periods where the stock price declines. Furthermore, while financial performance achievement drives payouts under Charter’s annual bonus plan, such outcomes should have a lesser impact than stock price performance given that the majority of executive compensation is delivered in the form of long-term incentives which, as calculated and shown in the pay mix charts on page 27, represent 72% of Mr. Winfrey’s total compensation and 70% of total compensation for the other NEOs. For purposes of evaluating the impact of performance on pay, the required disclosure utilizes two measurements of compensation, referred to as the “Summary Compensation Table Total” and “Compensation Actually Paid”. These measures are formally defined under “Description of Disclosure Requirements” at the end of this section (which also provides complete information on the methodology for the pay versus performance analysis), but are summarized as follows:

  122. Pay Versus Performance Results & Discussion

    | • | Summary Compensation Table Total – Total compensation as disclosed in the Summary Compensation Table for each year, approximating an NEO’s target compensation opportunity with the exception that it reflects actual payouts from the annual bonus plan (versus target opportunities) and includes certain other compensation and benefits items not traditionally included in target compensation, such as matching contributions to the Company’s 401(k) plan. |

  123. Pay Versus Performance Results & Discussion

    | • | Compensation Actually Paid – The Summary Compensation Table Total with certain modifications applied to capture the change in the actual value of such compensation over time. With respect to Charter’s executive pay program, the difference between the Summary Compensation Table Total and Compensation Actually Paid primarily represents the change in fair value of unvested long-term incentive awards, mainly stock options, over the course of the year. |

  124. Pay Versus Performance Results & Discussion

    As outlined above, to demonstrate alignment between pay and performance for Charter’s executive compensation program, Compensation Actually Paid should be greater than or less than the Summary Compensation Table Total in proportion to respective positive or negative TSR achievement and, to a lesser degree, financial performance. Based on the outcomes observed from the pay versus performance analysis as applied to Charter – detailed below in both the required Tabular Disclosure of Pay Versus Performance as well as the Pay Versus Performance Graph – Charter’s executive pay program demonstrates the anticipated alignment between targeted compensation, actual compensation, stock price performance, and financial performance.

  125. Tabular Disclosure of Pay Versus Performance(1)

    Tabular Disclosure of Pay Versus Performance(1)

  126. Tabular Disclosure of Pay Versus Performance(1)

    | Year | Summary Compensation Table Total for CEO (Rutledge)(2)(3) | Compensation Actually Paid to CEO (Rutledge)(2)(3) | Summary Compensation Table Total for CEO (Winfrey)(2)(3) | Compensation Actually Paid to CEO (Winfrey)(2)(3) | Average Summary Compensation Table Total for Other NEOs(2)(3) | Average Compensation Actually Paid to Other NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted EBITDA ($M) | | | | | | | | | Charter Total Shareholder Return | Primary Peer Group Total Shareholder Return | | | | 2025 | n/a | n/a | $6,466,193 | ($46,096,708) | $4,393,865 | ($11,507,605) | $32 | $127 | $5,766 | $22,708 | | 2024 | n/a | n/a | $5,752,660 | ($24,899,026) | $3,381,915 | ($5,058,139) | $52 | $114 | $5,853 | $22,569 | | 2023 | n/a | n/a | $89,077,078 | $93,575,272 | $25,243,133 | $27,459,371 | $59 | $87 | $5,261 | $21,894 | | 2022 | $39,213,350 | ($35,738,207) | $15,626,967 | ($7,482,444) | $7,482,328 | ($4,316,044) | $51 | $75 | $5,849 | $21,616 | | 2021 | $41,860,263 | $39,859,417 | n/a | n/a | $8,196,657 | $11,663,225 | $99 | $101 | $5,320 | $20,630 |

  127. Tabular Disclosure of Pay Versus Performance(1)

    | (1) See the “Description of Disclosure Requirements” section below for additional information on the requirements for this Pay Versus Performance Disclosure and the required Tabular List of Additional Performance Metrics. |

  128. Tabular Disclosure of Pay Versus Performance(1)

    | (2) Mr. Rutledge served as Chairman and CEO in each of 2021 and 2022 and is therefore included as the CEO in the table for each such year. Mr. Winfrey served as President and CEO from December 1, 2022 and is therefore included as the CEO for 2022, 2023, 2024 and 2025. The average values for Other NEOs pertain to the following executives and their roles for each year: |

  129. Tabular Disclosure of Pay Versus Performance(1)

    2021 – John R. Bickham (Vice Chairman), Mr. DiGeronimo (Chief Product & Technology Officer), David G. Ellen (Senior Executive Vice President), Ms. Fischer (Chief Financial Officer), and Mr. Winfrey (Chief Operating Officer) 2022 – Mr. DiGeronimo (President, Product & Technology), Mr. Ellen (Senior Executive Vice President), Ms. Fischer (Chief Financial Officer), and Jonathan Hargis (Special Advisor to the COO). 2023 – Mr. DiGeronimo (President, Product & Technology), Ms. Fischer (Chief Financial Officer), Mr. Howard (EVP, Chief Accounting Officer & Controller), Mr. Ray (EVP, Chief Commercial Officer), and Mr. Rutledge (Former Executive Chairman) 2024 & 2025 – Mr. DiGeronimo (President, Product & Technology), Ms. Fischer (Chief Financial Officer), Mr. Haughton (EVP, General Counsel & Corporate Secretary), and Mr. Ray (EVP, Chief Commercial Officer)

  130. Tabular Disclosure of Pay Versus Performance(1)

    | (3) The table below provides a reconciliation of the adjustments to Summary Compensation Table Totals to Compensation Actually Paid; refer to the “Determination of Compensation Actually Paid” section below for additional information on the methodology and assumptions for determining the fair value of stock and option awards. |

  131. Tabular Disclosure of Pay Versus Performance(1)

    | | Chief Executive Officer | | | | | | Other Named Executive Officers | | | | | | | 2021 (Rutledge) | 2022 (Rutledge) | 2022 (Winfrey) | 2023 (Winfrey) | 2024 (Winfrey) | 2025 (Winfrey) | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $41,860,263 | $39,213,350 | $15,626,967 | $89,077,078 | $5,752,660 | $6,466,193 | $8,196,657 | $7,482,328 | $25,243,133 | $3,381,915 | $4,393,865 | | Less change in pension value | (59,302) | $249,614 | $0 | $0 | $0 | $0 | ($11,136) | $0 | $0 | $0 | $0 | | Plus additional service cost of pension plan | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Less grant value of stock and option awards made during the year, as disclosed in the Summary Compensation Table | ($30,004,409) | ($30,005,043) | ($12,001,909) | ($83,653,337) | $0 | $0 | ($4,000,613) | ($5,325,719) | ($22,689,724) | ($968,801) | ($1,687,511) | | Plus the fair value of unvested stock and option awards made during the year, measured as of year-end | $32,007,744 | $9,911,059 | $5,490,586 | $87,091,096 | $0 | $0 | $4,093,165 | $2,034,016 | $23,621,816 | $821,107 | $563,297 | | Plus the change in fair value of unvested stock and option awards granted in prior years, measured as of year-end or the vesting date, if earlier | ($3,944,879) | ($55,107,188) | ($16,598,088) | $1,060,435 | ($30,651,686) | ($52,562,901) | $3,385,151 | ($8,506,669) | $1,284,147 | ($8,292,361) | ($14,777,255) | | Compensation Actually Paid | $39,859,417 | ($35,738,207) | ($7,482,444) | $93,575,272 | ($24,899,026) | ($46,096,708) | $11,663,225 | ($4,316,044) | $27,459,371 | ($5,058,139) | ($11,507,605) |

  132. Tabular Disclosure of Pay Versus Performance(1)

    Charter believes that the pay versus performance statistics above demonstrate the desired linkage between NEO compensation and stock price performance and affirm the effectiveness of Charter’s executive compensation philosophy and the compensation-setting process described in the Compensation Discussion and Analysis. In particular, for each year of the analysis, the ratio of Compensation Actually Paid to the Summary Compensation Table Total aligned with corresponding TSR performance (i.e., higher or lower in proportion to an increase or decrease in TSR). From a financial performance perspective, Charter has generally achieved growth in both Net Income and Adjusted EBITDA across the 5-year measurement period of the analysis, although such performance does not directly impact any variance between the Summary Compensation Table Total and Compensation Actually Paid (while financial performance achievement impacts Charter’s actual bonus payouts, such payouts are included in both the Summary Compensation Table Total and Compensation Actually Paid). However, Charter views the financial metrics in its annual bonus plan – specifically Revenue and Adjusted EBITDA – as important drivers of stock price performance over the long-term, and such measures will therefore generally align with Charter’s executive pay outcomes that are driven predominately by stock price performance. Over the 5-year measurement period for this pay versus performance analysis, there were no circumstances where NEOs realized higher levels of Compensation Actually Paid (relative to Summary Compensation Table Totals) in connection with TSR underperformance on a relative basis. The chart and table below provide detail regarding what Charter views as the highlights demonstrating pay versus performance alignment in each year of the analysis. In particular, these outcomes illustrate how the design of Charter’s executive compensation programs create alignment under varied performance scenarios (i.e., periods of positive, flat and negative stock price performance).

  133. Pay Versus Performance Graph

    Pay Versus Performance Graph

  134. Pay Versus Performance Graph

    | (1) The ratio of Compensation Actually Paid to Summary Compensation Table Total is calculated based on the corresponding CEO and Other NEO values disclosed in the Tabular Disclosure of Pay Versus Performance. |

  135. Pay Versus Performance Annual Highlights

    Pay Versus Performance Annual Highlights

  136. Pay Versus Performance Annual Highlights

    | 2021 – Flat stock price performance resulted in neutral compensation outcomes for NEOs. | | | • | Charter’s stock price was overall flat over the course of the year (the closing stock price of $661.55 on 12/31/2020 increased to a high of $821.01 on 9/2/2021 but then fell to $651.97 on 12/31/2021), with comparable stock price performance observed among Primary Peers; the value of an initial $100 investment made in Charter on 12/31/2020 fell 1.0% over 2021 (from $100 to $99) versus a 1.0% increase (from $100 to $101) for such an investment among Primary Peers. | | • | The ratios of Compensation Actually Paid to Summary Compensation Table Totals were 1.0x for the CEO and 1.4x for the other NEOs. In general, Compensation Actually Paid should trend near 1.0x of Summary Compensation Table Totals for a short-term, single-year period of flat stock price performance (as was the case for 2021), since the corresponding valuations of stock option and RSU awards should also remain flat over that period. | | • | The higher ratio of Compensation Actually Paid to Summary Compensation Table Totals for other NEOs (1.4x) relative to Mr. Rutledge as CEO (1.0x) was driven primarily by the timing of when the 2016 performance-based awards vested during the year. In particular, Mr. Rutledge’s awards vested in April and were valued for purposes of calculating Compensation Actually Paid based on a fair market value of $654.88 (the average of the high and low prices on the vesting date, approximately equal to the year-ending fair market value of $655.55), and the awards for the other NEOs vested in June and were valued based upon a fair market value of $691.87 (the average of the high and low prices on the vesting date and approximately 5.5% above the year-ending fair market value). | | • | Financial performance results were strong in 2021 – with 11.4% Adjusted EBITDA growth and 44.7% growth in Net Income(1). However, these results did not translate into stock price appreciation – and therefore had no impact on Compensation Actually Paid as compared to Summary Compensation Table Totals – as challenging macroeconomic conditions and an inflationary environment weighed on stock prices among Charter, Primary Peers, and the broader market as a whole. | | 2022 – Declining stock price performance resulted in a significant contraction in value for NEOs. | | | • | Stock prices for both Charter and Primary Peer companies fell over the course of 2022; the value of an initial $100 investment made in Charter on 12/31/2020 fell 48.5% over 2022 (from $99 to $51) versus a 25.7% decline (from $101 to $75) for such an investment among Primary Peers. | | • | The decline in stock price had a significant impact on Charter’s levels of Compensation Actually Paid, with all NEOs recognizing overall negative values of Compensation Actually Paid (i.e., the net losses in equity value driven by the declining stock price exceeded the Summary Compensation Table Totals). |

  137. Pay Versus Performance Annual Highlights

    | • | Charter continued to achieve annual growth in both Net Income (increasing 9.9% from the prior year) and Adjusted EBITDA (increasing 4.8% from the prior year). As such growth in financial performance did not correspond to an increase in stock price, these results had no direct impact on Compensation Actually Paid as compared to Summary Compensation Table Totals. | | 2023 – A rebound in stock price performance over the year did not immediately translate into growth in value for NEOs due to the long-term, performance-based nature of Charter’s compensation program. | | | • | Over the year, stock prices for both Charter and Primary Peer companies recovered from multi-year lows in 2022, with the value of an initial $100 investment made in Charter on 12/31/2020 increasing 15.7% over 2023 (from $51 to $59), approximately equal to the corresponding 16.0% increase (from $75 to $87) in such an investment among Primary Peers. | | • | The increase in stock price did not yield meaningfully higher Compensation Actually Paid levels relative to Summary Compensation Table Totals, with the ratio of Compensation Actually Paid to Summary Compensation Table Totals equal to 1.1x for the CEO and 1.1x for the other NEOs. This outcome was driven primarily by awards under the 2023 Performance Equity Program, which were granted in February 2023, providing value equivalent to 5.0x each participating NEO’s annual LTI target in a single grant (net of the grant value from time-vested awards delivered earlier in January 2023), and with vesting tied to the achievement of stock price hurdles over a 3 to 5-year period following the grant date. The grant value of these awards therefore represented the substantial portion of unvested equity value for NEOs (including unvested grants from prior years), but saw limited appreciation in their fair market value between the grant date and year-end due to (i) the longer-time horizon for vesting (between 3 to 5 years) and (ii) aggressive stock price hurdle vesting requirements, with the lowest stock price hurdle of $507 representing approximately 30% appreciation relative to the fair market value of Charter stock at year-end ($390.73, equal to the average of Charter’s high and low stock price on December 29, 2023). | | • | Charter’s Net Income decreased by 10.1% from $5.8 billion to $5.3 billion and Adjusted EBITDA increased 1.3% from $21.6 billion to $21.9 billion. As noted above, financial performance achievement only impacts Charter’s Compensation Actually Paid to the extent that such results translate into stock price performance. However, the mixed performance results reflected in these earnings measures – a $500 million decline in Net Income against a $300 million increase in Adjusted EBITDA – do align with the flat relationship between Compensation Actually Paid and Summary Compensation Table Totals. In particular, the limited change in equity value over 2023 resulted in Compensation Actually Paid that was approximately the same as the Summary Compensation Table Totals, and this is an appropriate outcome given the mixed earnings results. | | • | The pay versus performance outcome in 2023 continues to demonstrate a high degree of performance accountability in Charter’s compensation program, with Compensation Actually Paid levels being comparable to Summary Compensation Table Totals despite stock price growth over the year (a similar outcome to 2021 but with positive versus flat stock price performance). In addition, given the multi-year nature of the 2023 Performance Equity Program – which is heavily tied to stock price performance through an option-heavy mix and stock price vesting hurdles – the awards made under the program will continue to be key drivers of pay versus performance outcomes in future years. | | 2024 – The stock price declined over 2024, resulting in effectively flat performance since the end of 2022, and the 2023 Performance Equity Program drove negative Compensation Actually Paid values among the NEOs. | | | • | Stock price performance for both Charter and Primary Peer companies diverged over the course of 2024, with the value of an initial $100 investment made in Charter on 12/31/2020 falling 11.9% over 2024 (from $59 to $52) versus a 31.0% increase (from $87 to $114) for such an investment among Primary Peers. | | • | The decline in Charter’s stock price – although less than what was observed in 2022 – had an outsized impact on Charter’s Compensation Actually Paid values due to the outstanding awards under the 2023 Performance Equity Program. These awards, which as described above delivered significant value tied to the achievement of stock price hurdles, saw a substantial decline in their valuation due to the impact of stock price decline being amplified by the awards’ stock price hurdles. As a result of the decline in the valuations of both the 2023 Performance Equity Program awards as well as other outstanding time-vested awards, all NEOs recognized overall negative values of Compensation Actually Paid that exceeded the total compensation reflected in the Summary Compensation Table. | | • | The resulting ratios of Compensation Actually Paid to Summary Compensation Table Total values shifted significantly from 2023 to 2024 – falling from 1.1x to -4.3x for the CEO and from 1.1x to -1.5x for the other NEOs. The magnitude of this shift in relation to the corresponding decline in stock price demonstrates the degree of pay versus performance accountability built into Charter’s executive compensation program. In particular, the 12.2% decline in stock price from $390.73 on December 29, 2023 to $343.03 on December 31, 2024 (in each case the average of the high and low prices of Charter common stock on such date) translated into a $30.7M decline in equity value for the CEO and an $8.4M average decline in equity value for the other NEOs. |

  138. Pay Versus Performance Annual Highlights

    | • | Charter also achieved annual growth in Net Income (increasing 11.3% from the prior year) and continued to grow Adjusted EBITDA (increasing 3.1% from the prior year). As such growth in financial performance did not correspond to an increase in stock price, these results had no direct impact on Compensation Actually Paid as compared to Summary Compensation Table Totals. | | 2025 – Charter’s stock price continued to decline, and the corresponding reduction in Compensation Actually Paid accelerated relative to the prior year. | | | • | The value of an initial $100 investment made in Charter on 12/31/2020 fell an additional 38.5% through December 31, 2025 (from $52 to $32) against a corresponding investment in Primary Peers growing 11.4% (from $114 to $127). Over the 5-year measurement period for this pay versus performance analysis, Charter’s stock price cumulatively fell 68% versus a 27% cumulative increase for Primary Peers. | | • | Awards under the 2023 Performance Equity Program continued to represent most of the outstanding, unvested equity value held by NEOs. As of December 31, 2025, Charter’s closing stock price of $208.75 was 59% below the program’s lowest stock price hurdle ($507) and 45% below the grant price of stock options granted under the program ($380.53). In addition, there are just over three years remaining for the program’s performance window (which runs through February 2029), and awards will be forfeited if the corresponding price hurdles are not achieved by the end of the window. These collective factors translated into major declines in equity value over 2025, with a $52.6M decrease in such value for the CEO and an average decrease of $14.8M for the other NEOs (amounts are inclusive of both awards under the 2023 Performance Equity Program as well as time-vested stock option and RSU awards). | | • | The resulting ratios of Compensation Actually Paid to Summary Compensation Table Total values fell further in 2025 with a -7.1x ratio for the CEO (versus -4.3x in 2024) and -2.6x for the other NEOs (versus -1.5x in 2024). These ratios for 2025 are even more pronounced given that they represent value declines that are largely cumulative to declines already observed in 2024 (i.e., declining equity values in 2025 are incremental to declines already observed in 2024). | | • | Charter’s Net Income fell 1.5% from the prior year and Adjusted EBITDA grew 0.6% from the prior year. As such financial performance did not correspond to an increase in stock price, these results had no direct impact on Compensation Actually Paid as compared to Summary Compensation Table Totals. |

  139. Pay Versus Performance Annual Highlights

    | (1) Based on 2020 Adjusted EBITDA of $18.5 billion and Net Income of $3.7 billion. |

  140. Determination of “Compensation Actually Paid”

    Determination of “Compensation Actually Paid” Since Charter did not have any additional annual service cost for its frozen defined benefit pension plan and the change in pension value did not exceed 2.5% of the Total from the Summary Compensation Table in any given year, the variation in fair value of Charter stock and option awards over the measurement period exclusively drove any material difference between the Summary Compensation Table Total and Compensation Actually Paid. For awards granted during each year of the measurement period, Compensation Actually Paid replaces the value at grant disclosed in the Stock and Option Awards columns of the Summary Compensation Table with the fair value of such awards calculated as of year-end although such awards were unvested. In addition, for awards granted in prior years and unvested at the beginning of the applicable year of the measurement period, the change in value of such awards is included in Compensation Actually Paid and is equal to (i) the fair value calculated as of the end of the year or, if the award vested during the year, the vesting date, less (ii) the fair value calculated as of the beginning of the year. The applicable Charter equity awards included in the pay versus performance analysis – all of which were outstanding for at least a portion of the measurement period – and their corresponding valuation methodology were as follows:

  141. Determination of “Compensation Actually Paid”

    | • | Time-vested RSUs – Included grants made from 2018 – 2025, valued at the average of the high and low prices of Charter common stock on each applicable valuation date. |

  142. Determination of “Compensation Actually Paid”

    | • | Time-vested stock options – Included grants made from 2018 – 2025, valued using the Black-Scholes option-pricing model. For each valuation date, the fair value was determined using the average of the high and low prices of Charter common stock on such date, the volatility and risk-free rate assumptions that were in effect for the given year, and the expected life assumption that was in effect on the original grant date of the stock options, less the time that had elapsed since the grant date. |

  143. Determination of “Compensation Actually Paid”

    | • | Performance-based stock options & RSUs – Included portions of performance-based awards granted in 2016 and 2023 and vesting based upon the achievement of certain stock price objectives over a period of up to six years. The final tranches of the 2016 awards vested in 2021, and all of the tranches of the 2023 awards were outstanding and unvested as of December 31, 2025. For valuation dates on which awards were outstanding and unvested, the fair value was calculated using a Monte Carlo valuation analysis. For valuation dates on which awards were vesting, stock options were valued using the Black-Scholes option-pricing model with the same assumptions as noted above for time-vested stock options, and RSUs were valued at the average of the high and low prices of Charter common stock on the applicable valuation date. |

  144. CEO Pay Ratio

    CEO Pay Ratio Charter’s CEO to Median Employee pay ratio for 2025 was calculated pursuant to Item 402(u) of Regulation S-K, comparing total annual compensation for the CEO to that of the Median Employee. In 2025, a new Median Employee was identified for purposes of calculating our CEO Pay Ratio. The Median Employee for 2025 was identified using the same methodology as in prior years and based on an analysis of the median 2025 W-2 Box 1 income among the approximately 92,000 full and part-time U.S. employees, other than the CEO, who were actively employed by Charter as of December 31, 2025 (Charter has no employees outside of the U.S.). No adjustments were applied to W-2 Box 1 income for purposes of determining the Median Employee, such as for employees who were employed for only part of the year or on unpaid leave of absence at some point during the year. Charter’s CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. For 2025, the Median Employee had total annual compensation of $79,159, calculated using the same methodology as applied for NEOs in the Summary Compensation Table. Full-time Charter employees in the U.S., including the Median Employee, are also eligible to participate in Company-sponsored retirement and health and welfare benefits programs and receive complimentary cable services, which provide significant additional value but are not included in the measure of total annual compensation used to calculate the pay ratio. The ratio of the CEO’s total annual compensation as disclosed in the Summary Compensation Table relative to that of the Median Employee was as follows:

  145. CEO Pay Ratio

    | CEO Total Annual Compensation | $6,466,193 | | Median Employee Total Annual Compensation | $79,159 | | Ratio of CEO to Median Employee Total Annual Compensation | 81.7 |