CHARTER COMMUNICATIONS, INC. /MO/ CHTR

34% shingled-prose overlap between the two filings.

2025: 200,000 chars · 2026: 200,000 chars

• Committee Report:75% overlap (607 → 601 chars)
• Pay Ratio (Item 402(u)):48% overlap (2,362 → 1,971 chars)
• Say-on-Pay proposal:86% overlap (1,922 → 2,109 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) describes important elements of our executive compensation program and compensation decisions for our named executive officers (“NEOs”) in fiscal year 2025. 2024.
• changedAnchorFiscal Year 2025 2024Named Executive Officers
• changedFiscal 2025 2024Operational and Financial Highlights
• newDuring 2025, Charter continued to execute against its strategic objectives and position the company for future growth by offering the fastest internet speeds, a converged mobile offering, and a high-quality video product that includes key streaming services – all while saving customers significant money when compared to other service providers.
• newKey operational achievements over the course of the year, which are reflective of the successful execution of our long-term growth strategy, included the following:
• new•Grew mobile lines by 1.9 million with 19% of Internet customers now having Spectrum Mobile, up from 16% in 2024.
• newDespite an overall reduction in Internet customers over 2025, the increased convergence between mobile and wireline connectivity contributed to 4.1% growth in total connectivity revenue.
• changed•Expanded •NetworkExpansion–expandedour footprint by with1.5 million new passings, including 483,000 393,000new subsidized rural passings.
• newWithin Charter’s subsidized rural footprint internet connectivity growth was positive with a total of 186,000 net customer additions.
• new•Enhanced our video product with the launch of a digital marketplace for customers to manage their app subscriptions (including adding or upgrading streaming services) and with now over $125 in monthly streaming app value included in Spectrum TV Select Plus.
• new•Continued Charter’s customer commitment initiative, which was launched in September 2024 along with new pricing and packaging.
• newThe marketing and customer service improvements delivered through this initiative have increased yields on sales opportunities, generated more products sold and mobile lines added per connect, increased gig attach rates, and improved video sell-in.
• changedThese achievements operationalresultsare the product of Charter’s ongoing, multi-year efforts initiativesto drive customer growth by evolving our network, bothexpanding our footprint, footprintand continuously improving the quality of both our customer service as well as the connectivity products and services offered to customers.
• changedFor the fiscal year ended December 31, 2025, 2024,Charter also achieved the following financial performance milestones:
• changed•Adjusted EBITDA grew by 0.6% 3.1%to $22.7 $22.6billion(1)
• changed•Generated free cash flow of $5.0 $4.3billion(1)
• changed•Charter also purchased approximately 17.1 4.3million shares of Charter Class A common stock and Charter Holdings common units for approximately $5.4 $1.3billion in 2025 2024at an average price per share of $316.80. $312.94.
• changedCharter Communications | 23 | 2026 2025Proxy Statement
• changedCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Charter Communications, Inc., the S&P 500 Index, 2023PeerGroupand a 2024Peer Group *$100 invested on 12/31/20 12/31/19in stock or index, including reinvestment of dividends.
• changedCopyright© 2026 2025Standard & Poor’s, a division of S&P Global.
• newThere were no promotions or role changes among the NEOs in 2025 and, while the Company entered into amended employment agreements with Messrs.
• newWinfrey and DiGeronimo and Ms. Fischer over the course of the year, there were no associated changes to their roles in connection with such agreements.
• changedCharter Communications | 24 | 2026 2025Proxy Statement
• changedThe following table summarizes the performance-focused elements of Charter’s incentive designs in 2025 2024and the resulting alignment between compensation realized by our NEOs and results achieved by the Company.
• changedSummary of 2025 2024Performance-Oriented Incentive Program Designs
• changedAnnual 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% 250%of base salary, tying a substantial portion of cash compensation to the achievement of financial results and strategic business objectives.
• changed• Threshold bonus payout level set at 0% 60%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.
• changedFor all NEOs, the metrics were total revenue (excluding mobile device related revenue) weighted at 15%, 20%,total Adjusted EBITDA weighted at 55%, 60%,and Strategic Objectives weighted at 30%. 20%.
• newFor 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.
• changedAnnual Long-Term Incentive Plan • AnnualequitygrantswithTarget long-term incentive opportunities are set as a fixed dollar value and represent representingthe majority of the pay mix for NEO total annualcompensation packages package— 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.
• newWith 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).
• newThe full annual long-term incentive targets for the NEOs represent between 63% to 75% of total compensation.
• changedBy 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
• changedCharter Communications | 25 | 2026 2025Proxy Statement
• newprice growth.
• changedThis 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, RSUs,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.
• changedThere 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).
• changed• No ​Noaccelerated 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.
• changedCharter Communications | 26 | 2026 2025Proxy Statement
• changedFrom May 2016, Overthesametimeperiod,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).
• newFollowing this period of growth, the stock price fell by 75% to $208.75 (the closing stock price on December 31, 2025).
• newThis 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.
• changedAsillustratedintheexhibitbelow,Charter’s consistent approach to long-term incentive design hasover this period timecreated a strong linkage between the potential compensation realizable by NEOs and stock price performance.
• newIn 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.
• newIn 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.
• newAt 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.
• newThe 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.
• newThe 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.
• newThe 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.
• newAdditional 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.
• changedIn measuring the compensation mix granted in 2025 2024to the CEO and other NEOs, Charter considers both the value delivered in 2025 2024(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.
• changedBased on these combined values, the 2025 2024pay mix for Charter’s CEO and other NEOs was as follows: Anchor
• changedCharter Communications | 27 | 2026 2025Proxy Statement
• changedCompensation Actions in 2025 2024
• changedOver the course of the year, the Committee undertook established2024compensation actions for the NEOs within the framework of the Committee’s compensation philosophy and in accordance with the section below regarding the process for determining executive compensation.
• changedThrough this approach, the Committee entered into or amended employment agreements, determined any appropriate changes to NEO compensation levels, and established annual and long-term incentive designs for the 2025 2024fiscal year.
• newThe Committee’s actions for 2025 included the following:
• new1.Renewed the employment agreement with Mr. Winfrey in connection with his continued service as President & Chief Executive Officer.
• changedIn December 2025, 2023,the Committee approved renewing the employment agreement with Mr. Winfrey, Ray,increasing his base salary from $1,700,000 to $2,500,000, his annual bonus opportunity from 250% of base salary $625,000to 300% of base salary, $725,000and his long-term incentive opportunity from $17.0 $3.0million to $23.0 $3.75million as of the December 1, 2025 January19,2024effective date of the amended agreement.
• changedThe agreement has an initial term through December 1, 2028, January19,2026,and Mr. Winfrey’s Ray’sresulting annual compensation package is detailed as follows:
• newPay 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**
• changed*Effective as of the December 1, 2025 January19,2024effective date of the new employment agreement.
• new**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).
• new2.Renewed the employment agreement with Mr. DiGeronimo in connection with his continued service as President, Product & Technology.
• newIn 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.
• changedIn connection with the increase to Mr. DiGeronimo’s Ray’slong-term incentive opportunity, the Committee also approved an off-cycle equity award of $875,000, $750,000,equal to 50% of the increase in his target long-term incentive opportunity, with an August 1, 2025 aJanuary19,2024grant date.
• changedThe award was delivered in a mix of 90% stock options and 10% RSUs, vests on the third anniversary of the grant date, dateand provides a 10-year term to exercise stock options.
• changedThe number of stock options granted equals the portion of the executive’sgrant 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).
• newThe agreement has an initial term through August 1, 2027, and Mr. DiGeronimo’s resulting annual compensation package is detailed as follows:
• newPay 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**
• new*Effective as of the August 1, 2025 effective date of the new employment agreement.
• changed**In 2026, **Startingin2025andforthedurationofthe2023PerformanceEquityProgram,Mr. DiGeronimo Raywill 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.
• new3.Renewed the employment agreement with Ms. Fischer in connection with her continued service as Chief Financial Officer.
• changedCompensationActionsin2025Inadditiontotheforegoing,In December 2024, 2024the Committee approved renewing the atwo-yearrenewalofMs.Fischer’semployment agreement with Ms. Fischer, aFebruary5,2025effectivedate,increasing her base salary from $800,000 to $925,000, her annual targetbonus opportunity from 150% of base salary to 175% of base salary, and her targetlong-term incentive opportunity from $5.5 million $5,500,000to $7.5 million $7,500,000(ineachcaseincreasedas of the February 5, 2025 effective date of the amended agreement. employmentagreement).
• newIn connection with the increase to Ms. Fischer’s long-term incentive opportunity, the Committee also approved
• changedCharter Communications | 28 | 2026 2025Proxy Statement
• changedInconnectionwiththeincreasetoherlong-termincentiveopportunity,theCommitteealsoapprovedan off-cycle equity award grantof $2,000,000, equal to the increase in her target long-term incentive opportunity, with a grantedontheFebruary 5, 2025 grant effectivedate.
• changedThe award was delivered in a mix of 90% stock options and 10% RSUs, vests on the third anniversary of the grant date, dateand provides a 10-year term to exercise stock options.
• changedThe 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 equalthe portion of the executive’sgrant value allocated to RSUs divided divideby the grant price (the average of the high and low prices of Charter common stock on the date of grant).
• newThe agreement has an initial term through February 5, 2027, and Ms. Fischer’s resulting annual compensation package is detailed as follows:

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