CHTR: Leadership change

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On May 15, 2026, Charter Communications, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Jamal Haughton, the Company’s Executive Vice President, General Counsel & Corporate Secretary. The Employment Agreement, which is effective as of May 15, 2026, has a term ending May 15, 2028 (or upon an earlier termination of employment) and provides that Mr. Haughton will continue to serve as Executive Vice President, General Counsel & Corporate Secretary. The Employment Agreement provides that Mr. Haughton will receive an annual base salary of at least $825,000 and a target annual cash bonus opportunity of 160% of his annual base salary. Commencing in 2027 and during the term, Mr. Haughton will be granted equity awards with a grant date fair value of at least $4,000,000, with such awards granted in a mix of options and restricted stock units. Pursuant to the Employment Agreement, on May 15, 2026, Mr. Haughton was granted a top up award with a grant date fair value of $656,250, consisting of a mix of options and restricted stock units, which award will cliff vest on the third anniversary of the grant date, subject to Mr. Haughton’s continued employment with the Company through such date. Mr. Haughton will also continue to participate in the Company’s employee benefit plans and receive perquisites as generally provided to other senior executives of the Company. In addition, consistent with Mr. Haughton’s prior employment agreement, the Company will continue to reimburse Mr. Haughton for all reasonable and necessary expenses incurred in connection with the performance of his duties. If