CHTR · Charter Communications, Inc. /Mo/

Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to the terms of the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, as amended, by and among, among others, the Issuer, Advance/Newhouse Partnership and the Reporting Person, the Letter Agreement, dated February 23, 2021, between the Issuer and the Reporting Person, Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among, among others, the Issuer and the Reporting Person, and the Letter Agreement, dated March 5, 2026, by and among the Issuer, the Reporting Person and Advance/Newhouse Partnership.

Restricted Stock Unit grant - price and expiration date not applicable.

Restricted Stock Units granted on July 27, 2026, under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, July 27, 2029.

Stock Options granted on July 27, 2026, under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, July 27, 2029. Such options will terminate 10 years from the grant date unless terminated sooner in accordance with the plan or grant agreement.

Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to the terms of the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, as amended, by and among, among others, the Issuer, Advance/Newhouse Partnership and the Reporting Person, the Letter Agreement, dated February 23, 2021, between the Issuer and the Reporting Person, Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among, among others, the Issuer and the Reporting Person, and the Letter Agreement, dated March 5, 2026, by and among the Issuer, the Reporting Person and Advance/Newhouse Partnership.

Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to the terms of the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, as amended, by and among, among others, the Issuer, Advance/Newhouse Partnership and the Reporting Person, the Letter Agreement, dated February 23, 2021, between the Issuer and the Reporting Person, Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among, among others, the Issuer and the Reporting Person, and the Letter Agreement, dated March 5, 2026, by and among the Issuer, the Reporting Person and Advance/Newhouse Partnership.

These shares were held in a trust for the benefit of TP Rutledge, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.89 to $147.145, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

These shares were held in a trust for the benefit of A Alonso, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.20 to $145.04, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Stock Options granted on May 15, 2026, under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary date of the grant date, May 15, 2029. Such options will terminate 10 years from the date of the grant unless terminated sooner in accordance with the plan or grant agreement.

Restricted Stock Unit grant - price and expiration date not applicable.

Restricted Stock Units granted on May 15, 2026, under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, May 15, 2029.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $140.52 to $141.42, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to Section 5.22(f) of the Agreement and Plan of Merger, dated as of November 12, 2024, by and among the Reporting Person, the Issuer, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc., which permits the Issuer to repurchase, subject to certain conditions, such shares prior to the consummation of the merger.

Consistent with (i) the Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, as amended, dated as of November 12, 2024, by and among the Issuer, the Reporting Person and the other party thereto (the "Shareholders Agreement Amendment") and (ii) the letter agreement regarding stock repurchases, dated as of February 23, 2021, as amended, by and between the Issuer and the Reporting Person (the "Repurchase Letter Agreement"), the repurchase price was calculated as the average price at which the Issuer repurchased shares of common stock (other than Excluded Repurchased Shares as set forth in the Repurchase Letter Agreement and the Shareholders Agreement Amendment) in the 30-day period preceding May 12, 2026.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $172.07 to $172.27, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $172.07 to $172.27, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

To address the near-term expiration of stock options granted on April 26, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan.

To address the near-term expiration of stock options granted on April 25, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

To address the near-term expiration of stock options granted on April 26, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan.

Grant of Restricted Stock (price not applicable) under an election offered by the Company to its eligible non-employee directors to accept board retainer in stock in lieu of cash valued at $120,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) under an election offered by the Company to its director emeritus to accept director emeritus retainer in stock in lieu of cash valued at $120,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Withholding of securities for the purpose of paying the exercise price and taxes.

Grant of Restricted Stock (price not applicable) under an election offered by the Company to its eligible non-employee directors to accept board retainer in stock in lieu of cash valued at $120,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

To address the near-term expiration of stock options granted on April 25, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $375,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) under an election offered by the Company to its eligible non-employee directors to accept board retainer in stock in lieu of cash valued at $120,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) under an election offered by the Company to its eligible non-employee directors to accept board retainer in stock in lieu of cash valued at $120,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

Withholding of securities for the purpose of paying the exercise price and taxes.

Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to the terms of the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, as amended, by and among, among others, the Issuer, Advance/Newhouse Partnership and the Reporting Person, the Letter Agreement, dated February 23, 2021, between the Issuer and the Reporting Person, Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among, among others, the Issuer and the Reporting Person, and the Letter Agreement, dated March 5, 2026, by and among the Issuer, the Reporting Person and Advance/Newhouse Partnership.

Each $1,000 principal amount of 3.125% senior debentures due 2053 (the "Debentures") issued by the reporting person was exchangeable for 1.8901 shares of issuer's Class A common stock, par value $0.001 per share (the "Common Stock"), settled only in cash based on the value of the shares of Common Stock.

Each Debenture was exchangeable at the option of the holder during specified periods. Holders of the Debentures had the right to put them to the reporting person on April 6, 2026, or prior thereto following the occurrence of a "fundamental change," and the 3.125% Debentures were redeemable by the reporting person, (i) in whole or in part, on or after April 6, 2026 at any time, or (ii) in whole, but not in part, prior to April 6, 2026, after the occurrence of certain conditions or events.

On April 1, 2026, the reporting person accepted for repurchase in cash the full $965,000,000 aggregate original principal amount of Debentures outstanding. On April 6, 2026, holders of the Debentures will receive payment of $1,000 for each $1,000 original principal amount of Debentures, plus accrued and unpaid interest in the amount of $0.5208.

The expiration date for the Debentures was March 31, 2053.

Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to the terms of the Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, as amended, by and among, among others, the Issuer, Advance/Newhouse Partnership and the Reporting Person, the Letter Agreement, dated February 23, 2021, between the Issuer and the Reporting Person, Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among, among others, the Issuer and the Reporting Person, and the Letter Agreement, dated March 5, 2026, by and among the Issuer, the Reporting Person and Advance/Newhouse Partnership.

On March 2, 2026 the reporting person transferred 737 shares to the Kevin D. Howard Irrevocable Trust.

On March 2, 2026 the reporting person transferred 737 shares to the Kevin D. Howard Irrevocable Trust.

Grant of Restricted Stock (price not applicable) valued at $52,398 on the date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2026.

Stock options granted on January 20, 2026 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, January 20, 2029. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

Restricted Stock Unit grant - price and expiration date not applicable.

Restricted Stock Units granted on January 20, 2026 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, January 20, 2029.

Restricted Stock Unit grant - price and expiration date not applicable.

Restricted Stock Units granted on January 17, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant vested on the third anniversary of the grant date, with an effective date of January 16, 2026.