As filed with the Securities and Exchange Commission on November 3, 2026
Registration No. 333-299574
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Charter Communications Operating,
LLC
Charter Communications Operating Capital Corp.
(Exact name of registrants as specified in their charters)
CCO Holdings, LLC*
(Exact name of registrant guarantor as specified in their charters)
| Delaware | 4841 | 43-1843260 |
| Delaware | 4841 | 20-1044453 |
| Delaware | 4841 | 86-1067239 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
400 Washington Blvd.
Stamford, Connecticut 06902
(203) 905-7801
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
Jamal H. Haughton
Executive Vice President, General Counsel and Corporate Secretary
400 Washington Blvd.
Stamford, Connecticut 06902
(203) 428-0238
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christian O. Nagler, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022-4611
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨
The Registrants hereby amend this registration statement on form S-4 (this “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
| * | The companies listed below in the Table of Subsidiary Guarantors are also included in this Registration Statement on Form S-4 as additional Note Guarantors. |
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-4 of Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. (File Nos. 333-299574 and 333-299574-72) and the other registrants named therein (the “Registration Statement”) is being filed as an exhibit-only filing to file the Consent of KPMG LLP, filed herewith as Exhibit 23.2 and the Consent of Deloitte & Touche LLP, filed herewith as Exhibit 23.3 (collectively, the “Consents”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Consents filed herewith as Exhibit 23.2 and Exhibit 23.3. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
Exhibits
Reference is made to the exhibit index filed as part of this Registration Statement.
Financial Statement Schedules
Certain schedules have been omitted because of the absence of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto.
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| * | Incorporated by reference and not filed herewith. |
| ** | Previously filed. |
| † | Filed herewith. |
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on November 3, 2026.
| CHARTER COMMUNICATIONS OPERATING, LLC | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller | ||
| CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller | ||
| CCO HOLDINGS, LLC | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller | ||
| EACH OF THE SUBSIDIARY GUARANTORS NAMED ON THE TABLE OF SUBSIDIARY GUARANTORS (OTHER THAN SPECTRUM MOBILE EQUIPMENT, LLC AND COX FLORIDA TELCOM, L.P.) | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller | ||
| SPECTRUM MOBILE EQUIPMENT, LLC | ||
| Registrant | ||
| By: | /s/ Jeffrey B. Murphy | |
| Jeffrey B. Murphy | ||
| Senior Vice President, Corporate Finance and Development | ||
| COX FLORIDA TELCOM, L.P. | ||
| Registrant | ||
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller | ||
II-5
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of each of Charter Communications Operating, LLC, CCO Holdings, LLC and each of the additional Registrant Guarantors named on the Table of Subsidiary Guarantors (other than Spectrum Mobile Equipment, LLC and Cox Florida Telcom, L.P.).
| Signature | Title | Date | ||
| * | President and Chief Executive Officer | |||
| Christopher L. Winfrey | (Principal Executive Officer) | November 3, 2026 | ||
| /s/ Kevin D. Howard | Executive Vice President, Interim Chief | |||
| Kevin D. Howard | Financial Officer, Chief Accounting Officer and Controller (Principal Accounting Officer and Principal Financial Officer) | November 3, 2026 | ||
| ** | Manager of Charter Communications | |||
| Charter Communications, Inc. | Operating, LLC | November 3, 2026 | ||
| ** | ||||
| Charter Communications, Inc. | Manager of CCO Holdings, LLC | November 3, 2026 | ||
| ** | Manager of each of the additional Registrant | |||
| Charter Communications, Inc. | Guarantors named on the Table of Subsidiary Guarantors (other than Spectrum Mobile Equipment, LLC and Cox Florida Telcom, L.P.) | November 3, 2026 |
| * By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Attorney-in-Fact | ||
| **By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller | ||
II-6
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of Spectrum Mobile Equipment, LLC.
| Signature | Title | Date | ||
| * | President | |||
| Danny L. Bowman | (Principal Executive Officer) | November 3, 2026 | ||
| /s/ Jeffrey B. Murphy | Senior Vice President, Corporate Finance | |||
| Jeffrey B. Murphy | and Development (Principal Financial Officer) | November 3, 2026 | ||
| * | Vice President, Risk Management and | |||
| Jason Schlueter | Treasury (Principal Accounting Officer) | November 3, 2026 | ||
| ** | ||||
| Charter Communications, Inc. | Manager of Spectrum Mobile Equipment, LLC | November 3, 2026 |
| * By: | /s/ Jeffrey B. Murphy | |
| Jeffrey B. Murphy | ||
| Attorney-in-Fact | ||
| **By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller | ||
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of Cox Florida Telcom, L.P.
| Signature | Title | Date | ||
| * | President and CEO | |||
| Christopher L. Winfrey | (Principal Executive Officer) | November 3, 2026 | ||
| /s/ Kevin D. Howard | Executive Vice President, Interim | |||
| Kevin D. Howard | Chief Financial Officer, Chief Accounting Officer and Controller (Principal Accounting Officer and Principal Financial Officer) | November 3, 2026 | ||
| ** | ||||
| CCI Corporate Services, LLC | General Partner of Cox Florida Telcom, L.P. | November 3, 2026 |
| *By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Attorney-in-Fact | ||
| **By: | Charter Communications, Inc., as Manager | |
| By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer and Controller |
II-8
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below on behalf of Charter Communications Operating Capital Corp.
| Signature | Title | Date | ||
| * | President and Chief Executive Officer | |||
| Christopher L. Winfrey | (Principal Executive Officer) | November 3, 2026 | ||
| /s/ Kevin D. Howard | Executive Vice President, Interim | |||
| Kevin D. Howard | Chief Financial Officer, Chief Accounting
Officer and Controller (Principal Accounting Officer and Principal Financial Officer) | November 3, 2026 | ||
| * | Sole Director of Charter | |||
| Jeffrey B. Murphy | Communications Operating Capital Corp. | November 3, 2026 |
| *By: | /s/ Kevin D. Howard | |
| Kevin D. Howard | ||
| Attorney-in-Fact |
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