CHTR: Material agreement · Acquisition or asset disposal · Unregistered securities sale · Leadership change · Company disclosure

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Ancillary Agreements The information provided in Item 2.01 of this Current Report on Form 8-K under the heading “Ancillary Agreements” is incorporated by reference herein. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. The information provided in the Introductory Note section of this Current Report on Form 8-K is incorporated by reference herein. Liberty Merger Agreement Pursuant to the Liberty Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Liberty (the “Merger”), with Liberty surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, Liberty (as the surviving corporation in the Merger) merged with and into Merger LLC (the “Upstream Merger,” and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Charter. Effective as of the effective time of the Merger (the “Liberty Effective Time”), each share of (i) Series A common stock, par value $0.01 per share, (ii) Series B common stock, par value $0.01 per share, and (iii) Series C common stock, par value $0.01 per share, of Liberty (clauses (i)-(iii), collectively, the “Liberty Common Stock”) issued and outstanding immediately prior to the Liberty Effective Time (except for certain shares held by Liberty or Charter or their respective wholly owned subsidiaries) was converted into the right to receive 0.236 of a share (the “Exchange Ratio”) of Class A common stock, par value $0.001 per share, of Charter (the “Charter Class A Common Stock”). Each holder of shares of the Liberty Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Charter Class A