CHTR Charter Communications Inc New

On November 12, 2024, Charter Communications, Inc. (“Charter”), Liberty Broadband Corporation (“Liberty Broadband”), Fusion Merger Sub 1, LLC, a wholly owned subsidiary of Charter, and Fusion Merger Sub 2, Inc., a wholly owned subsidiary of Fusion Merger Sub 1, LLC, entered into an Agreement and Plan of Merger (as may be amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus. Subject to approval of the stockholders of Charter and Liberty Broadband as described later in the accompanying joint proxy statement/prospectus and the satisfaction or (to the extent permitted) waiver of certain other closing conditions, Charter will acquire Liberty Broadband through the merger of Fusion Merger Sub 2, Inc. with and into Liberty Broadband (the “merger”), with Liberty Broadband surviving the merger as the surviving corporation and becoming an indirect wholly owned subsidiary of Charter. Immediately following the merger, Liberty Broadband, as the surviving corporation of the merger, will merge with and into Fusion Merger Sub 1, LLC (the “upstream merger,” and together with the merger, the “combination”), with Fusion Merger Sub 1, LLC surviving the upstream merger as the surviving company and as a wholly owned subsidiary of Charter.

At the effective time of the merger (the “effective time”):

No fractional shares of Charter Class A common stock will be issued in the combination. In lieu of issuing fractional shares of Charter Class A common stock that would otherwise be issued as part of the merger consideration, cash (without interest) will be paid as described in this joint proxy statement/prospectus. The merger consideration will not be deliverable with respect to (i) shares of Liberty Broadband capital stock held by Liberty Broadband as treasury stock or by any of Liberty Broadband’s wholly owned subsidiaries immediately prior to the effective time or owned by Charter or its wholly owned subsidiaries immediately prior to the effective time (the “excluded treasury shares”) or (ii) shares of Liberty Broadband Series B common stock outstanding immediately prior to the effective time and that are held by any stockholder or beneficial owner who is entitled to demand and properly demands appraisal of such shares in accordance with, and who complies in all respects with, Section 262 of the General Corporation Law of the State of Delaware

Although the number of shares of Charter Class A common stock that holders of shares of Liberty Broadband common stock will receive is fixed, the market value of Charter Class A common stock will fluctuate between the date of the accompanying joint proxy statement/prospectus and the effective time. Based on the closing price of Charter Class A common stock on the Nasdaq Global Select Market (“Nasdaq”) on September 23, 2024, the last trading day before public announcement of negotiations relating to the transaction, the exchange ratio represented approximately $78.26 in value for each share of Liberty Broadband common stock. Based on the closing price of Charter Class A common stock on [ ], 2025, which was the last practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $[ ] in value for each share of Liberty Broadband common stock. We urge you to obtain current market quotations for shares of Liberty Broadband capital stock and Charter Class A common stock. Liberty Broadband Series A common stock, Liberty Broadband Series C common stock and Liberty Broadband preferred stock are each listed on the Nasdaq under the symbols “LBRDA,” “LBRDK” and “LBRDP,” respectively, and Liberty Broadband Series B common stock is quoted on the OTC Markets under the symbol “LBRDB,” but it is not actively traded. Charter Class A common stock is listed on the Nasdaq under the symbol “CHTR.” The Charter rollover preferred stock to be issued in connection with the combination will have been authorized for listing on the Nasdaq under the symbol “CHTRP,” subject to official notice of issuance, on or before the closing of the combination.

Based on the number of shares of Liberty Broadband common stock outstanding or reserved for issuance as of [ ], 2025, Charter expects to issue approximately [ ] million shares of Charter Class A common stock to Liberty Broadband stockholders in the aggregate in the merger. Based on the number of shares of Charter Class A common stock (including common units of Charter Communications Holdings, LLC (“Charter Holdings”) held by Advance/Newhouse Partnership (“A/N”) on an as-exchanged basis) outstanding as of [ ], 2025, we estimate that existing Charter stockholders, other than Liberty Broadband, will own approximately [ ]% of the Charter Class A common stock (including common units of Charter Holdings held by A/N on an as-exchanged basis) and former Liberty Broadband stockholders will own approximately [ ]% of the Charter Class A common stock (including common units of Charter Holdings held by A/N on an as-exchanged basis) following the completion of the combination. Former holders of the Liberty Broadband preferred stock are expected to own in the aggregate all outstanding shares of Charter rollover preferred stock with a redemption value of $180 million.

Charter and Liberty Broadband will each hold special meetings of their respective stockholders in connection with the proposed combination (respectively, the “Charter special meeting” and the “Liberty Broadband special meeting”).

In connection with the transactions contemplated by the merger agreement, on November 12, 2024, holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock affiliated with John C. Malone, the Chairman of the Board of Directors of Liberty Broadband (collectively, the “Malone Group”) entered into a voting agreement with Liberty Broadband and Charter (the “Malone voting agreement”) pursuant to which the Malone Group agreed to vote, at the Liberty Broadband special meeting, shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock owned by them representing approximately 48.5% of the aggregate voting power of such shares of Liberty Broadband capital stock as of November 12, 2024, (i) in favor of the adoption of the merger agreement and transactions contemplated thereby, including the merger, (ii) in favor of any properly made adjournment proposal, (iii) against any action or proposal in favor of any alternative company transaction (as defined in the accompanying joint proxy statement/prospectus) or (iv) against any actions, proposals, transactions, agreements or amendments that would reasonably be expected to result in certain breaches of the merger agreement or the Malone voting agreement or otherwise prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the combination, except that, if the Liberty Broadband board of directors makes an adverse recommendation change pursuant to the merger agreement, the number of shares held by the Malone Group subject to the foregoing voting requirements will be limited to the number of shares of Liberty Broadband

Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock equal in the aggregate to the sum of (x) 33.37% of the total voting power of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock minus (y) the total voting power of the shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock held by the Maffei Group (as defined below), with any shares in excess of such amount to be voted on such matters in the same proportion as voted by the holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock, and Liberty Broadband preferred stock other than the Malone Group and the Maffei Group. For more details on the Malone voting agreement, see “Other Agreements Related to the Combination—Malone Voting Agreement.”

In addition, on November 12, 2024, in connection with the transactions contemplated by the merger agreement, Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband, and certain affiliated persons holding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock (collectively, the “Maffei Group”) entered into a voting agreement with Liberty Broadband and Charter (the “Maffei voting agreement,” and together with the Malone voting agreement, the “voting agreements”) pursuant to which Mr. Maffei and the other members of the Maffei Group agreed to vote, at the Liberty Broadband special meeting, shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock owned by them, representing approximately 3.68% of the aggregate voting power of such shares of Liberty Broadband as of November 12, 2024, (i) in favor of the adoption of the merger agreement and transactions contemplated thereby, including the merger, (ii) in favor of any properly made adjournment proposal, (iii) against any action or proposal in favor of any alternative company transaction (as defined in the accompanying joint proxy statement/prospectus) or (iv) against any actions, proposals, transactions, agreements or amendments that would reasonably be expected to result in certain breaches of the merger agreement or the Maffei voting agreement or otherwise prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the combination. For more details on the Maffei voting agreement, see “Other Agreements Related to the Combination—Maffei Voting Agreement.”

At the Charter special meeting, to be held in person at [ ], New York City time, on [ ], 2025, holders of Charter common stock will be asked to consider and vote on (i) a proposal to approve the merger agreement and the transactions contemplated thereby, including the merger (the “Charter merger proposal”); (ii) a proposal to approve the issuance of shares of Charter Class A common stock and Charter rollover preferred stock in connection with the combination (including in respect to Liberty Broadband equity awards) (the “share issuance,” and such proposal, the “share issuance proposal”); and (iii) a proposal to approve the adjournment of the Charter special meeting from time to time to solicit additional proxies in favor of the Charter merger proposal or the share issuance proposal if there are insufficient votes at the time of such adjournment to approve the Charter merger proposal or the share issuance proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “Charter adjournment proposal”). Approval of the Charter merger proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter common stock entitled to vote on the proposal at the Charter special meeting, other than any outstanding shares of Charter common stock beneficially owned, directly or indirectly, by (A) Liberty Broadband and its Affiliates (as defined in the merger agreement), (B) the Malone Group and its Affiliates (as defined in the merger agreement), (C) the Maffei Group and its Affiliates (as defined in the merger agreement), (D) A/N and its Affiliates (as defined in the merger agreement), (E) the members of the Charter board of directors (the “Charter Board”) and the Parent Section 16 Officers (as defined in the merger agreement), (F) the members of the Liberty Broadband board of directors (the “Liberty Broadband Board”) and the Company Section 16 Officers (as defined in the merger agreement) or (G) immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing (collectively, the “Charter Disinterested Stockholders”), voting together as a single class. Approval of the share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of Charter common stock at the Charter special meeting. Approval of the Charter adjournment proposal requires the affirmative vote of the holders of shares having a majority of the voting power of the shares of Charter common stock that are present in person or represented by proxy at the Charter special meeting and entitled to vote on the proposal at the Charter special meeting, voting together as a single class.

The Charter Board, including at least a majority of (a) the Unaffiliated Directors (as defined in Charter’s amended and restated certificate of incorporation and the existing stockholders agreement (as defined in the accompanying joint proxy statement/prospectus)) and (b) the directors designated by A/N pursuant to the existing stockholders agreement (as defined in the accompanying joint proxy statement/prospectus), acting on the unanimous recommendation of a special committee thereof, consisting solely of independent and

disinterested directors of Charter, has unanimously determined that the transaction documents to which Charter is a party and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, including the Charter Disinterested Stockholders, approved the transaction documents to which Charter is a party and the transactions contemplated thereby and unanimously recommends that Charter stockholders vote “FOR” each of the Charter merger proposal, the share issuance proposal and the Charter adjournment proposal. Completion of the combination is conditioned on Charter stockholders approving the Charter merger proposal and the share issuance proposal. Approval of the Charter adjournment proposal is not a condition to the completion of the combination.

At the Liberty Broadband special meeting, to be held virtually at [ ], Mountain time, on [ ], 2025, holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock will be asked to consider and vote on (i) a proposal to approve the adoption of the merger agreement (the “Liberty Broadband merger proposal”) and (ii) a proposal to approve the adjournment of the Liberty Broadband special meeting from time to time to solicit additional proxies in favor of the Liberty Broadband merger proposal if there are insufficient votes at the time of such adjournment to approve the Liberty Broadband merger proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “Liberty Broadband adjournment proposal”). Approval of the Liberty Broadband merger proposal requires both (i) the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the proposal at the Liberty Broadband special meeting, voting together as a single class, and (ii) the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the proposal at the Liberty Broadband special meeting, other than any outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock beneficially owned, directly or indirectly, by (A) Charter and its subsidiaries, (B) the Malone Group and its Affiliates (as defined in the merger agreement), (C) the Maffei Group and its Affiliates (as defined in the merger agreement), (D) A/N and its Affiliates (as defined in the merger agreement), (E) the members of the Charter Board and the Parent Section 16 Officers (as defined in the merger agreement), (F) the members of the Liberty Broadband Board and the Company Section 16 Officers (as defined in the merger agreement) or (G) immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing (collectively, the “Liberty Broadband Disinterested Stockholders”), voting together as a single class. Approval of the Liberty Broadband adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock that are present in person or represented by proxy at the Liberty Broadband special meeting and entitled to vote on the adjournment proposal at the Liberty Broadband special meeting, voting together as a single class.

The Liberty Broadband Board has unanimously determined that the transaction documents and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, Liberty Broadband and its stockholders, including the Liberty Broadband Disinterested Stockholders, approved and declared advisable the transaction documents and the transactions contemplated thereby, including the merger, and unanimously recommends that holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock (including the Liberty Broadband Disinterested Stockholders) vote “FOR” each of the Liberty Broadband merger proposal and the Liberty Broadband adjournment proposal. Completion of the combination is conditioned on the requisite holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock approving the Liberty Broadband merger proposal. The completion of the combination is not conditioned on the approval of the Liberty Broadband adjournment proposal.

The obligations of Charter and Liberty Broadband to complete the combination are subject to the satisfaction or (to the extent permitted) waiver of a number of conditions set forth in the merger agreement, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the Charter special meeting, the Liberty Broadband special meeting, the proposals to be considered at each meeting, the combination and the documents and agreements related to the combination. It also contains or references information about Charter and Liberty Broadband and certain related agreements and matters. Please carefully read the entire accompanying joint proxy statement/prospectus, including “Risk Factors,” beginning on page 42, for a discussion of the risks relating to the proposed combination and the other transactions contemplated by the merger agreement, including the share issuance.

Your vote is very important regardless of the number of shares of Charter common stock or shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and/or Liberty Broadband preferred stock that you own. A failure to vote your shares of Charter common stock or shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and/or Liberty Broadband preferred stock, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the Charter merger proposal or Liberty Broadband merger proposal, respectively.

This notice is being provided to holders of shares of Liberty Broadband Series C common stock pursuant to Section 251 of the General Corporation Law of the State of Delaware. The holders of shares of Liberty Broadband Series C common stock are not being asked to vote, and are not entitled to any voting powers, on the proposals to be presented at the Liberty Broadband special meeting because such votes are not required by Liberty Broadband’s restated certificate of incorporation, Liberty Broadband’s amended and restated bylaws or the laws of the State of Delaware.

Whether or not you plan to attend the Charter special meeting or Liberty Broadband special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at the meeting.

Thank you for your cooperation and we look forward to the successful completion of the combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the combination, the merger agreement or the securities to be issued in connection with the transactions contemplated by the merger agreement described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [ ], 2025 and is first being mailed to Charter stockholders of record and Liberty Broadband stockholders of record on or about [ ], 2025.

On November 12, 2024, Charter Communications, Inc. (“Charter”), Liberty Broadband Corporation (“Liberty Broadband”), Fusion Merger Sub 1, LLC, a wholly owned subsidiary of Charter, and Fusion Merger Sub 2, Inc., a wholly owned subsidiary of Fusion Merger Sub 1, LLC, entered into an Agreement and Plan of Merger (as may be amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus. Subject to approval of the stockholders of Charter and Liberty Broadband as described in the accompanying joint proxy statement/prospectus and the satisfaction or (to the extent permitted) waiver of certain other closing conditions, Charter will acquire Liberty Broadband through the merger of Fusion Merger Sub 2, Inc. with and into Liberty Broadband (the “merger”), with Liberty Broadband surviving the merger as the surviving corporation and becoming an indirect wholly owned subsidiary of Charter. Immediately following the merger, Liberty Broadband, as the surviving corporation of the merger, will merge with and into Fusion Merger Sub 1, LLC (the “upstream merger” and together with the merger, the “combination”), with Fusion Merger Sub 1, LLC surviving the upstream merger as the surviving company and as a wholly owned subsidiary of Charter.

NOTICE IS HEREBY GIVEN of the special meeting of stockholders of Charter, to be held in person at Charter’s headquarters at 400 Washington Blvd., Stamford, Connecticut 06902, at [  ], New York City time, on [ ], 2025 (the “Charter special meeting”). At the Charter special meeting, you will be asked to consider and vote on the following proposals:

Charter will transact no other business at the Charter special meeting, except such business as may properly be brought before the Charter special meeting or any adjournments or postponements thereof by or at the direction of the Charter board of directors (the “Charter Board”) in accordance with Charter’s amended and restated bylaws. The accompanying joint proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the accompanying joint proxy statement/prospectus, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Charter special meeting. You are encouraged to read the entire document carefully before voting. In particular, see “The Merger Agreement” and “Other Agreements Related to the Combination,” respectively, for a summary of the merger agreement and a description of the transactions contemplated by the merger agreement, including the share issuance, and the merger agreement, a copy of which is attached as

Annex A to the accompanying joint proxy statement/prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. Please also see “Risk Factors” beginning on page 42 for an explanation of the risks associated with the combination and the other transactions contemplated by the merger agreement, including the share issuance.

Completion of the combination is conditioned on Charter stockholders approving the Charter merger proposal and the share issuance proposal. Approval of the Charter adjournment proposal is not a condition to the completion of the combination.

Approval of the Charter merger proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter common stock entitled to vote on the proposal at the Charter special meeting, other than any outstanding shares of Charter common stock beneficially owned, directly or indirectly, by (A) Liberty Broadband and its Affiliates (as defined in the merger agreement), (B) holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock affiliated with John C. Malone (collectively, the “Malone Group”), and their Affiliates (as defined in the merger agreement), (C) Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband, and certain affiliated persons holding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock (collectively, the “Maffei Group”), and their Affiliates (as defined in the merger agreement), (D) Advance/Newhouse Partnership (“A/N”) and its Affiliates (as defined in the merger agreement), (E) the members of the Charter Board and the Parent Section 16 Officers (as defined in the merger agreement), (F) the members of the Liberty Broadband board of directors and the Company Section 16 Officers (as defined in the merger agreement) or (G) immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing (collectively, the “Charter Disinterested Stockholders”), voting together as a single class. Approval of the share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of Charter common stock at the Charter special meeting. Approval of the Charter adjournment proposal requires the affirmative vote of the holders of shares having a majority of the voting power of the shares of Charter common stock that are present in person or represented by proxy at the Charter special meeting and entitled to vote on the proposal at the Charter special meeting, voting together as a single class.

The Charter Board has fixed the close of business on [  ], 2025 as the record date for the Charter special meeting. Only holders of record of Charter common stock as of the close of business on the record date for the Charter special meeting are entitled to notice of, and to vote at, the Charter special meeting or any adjournment or postponement thereof. Holders of Charter Class A common stock are entitled to one vote per share and A/N, as holder of Charter Class B common stock, is entitled to a number of votes reflecting the voting power of the Charter Communications Holdings, LLC common units held by A/N on an as-exchanged basis. For additional information regarding the Charter special meeting, see “The Charter Special Meeting” of the accompanying joint proxy statement/prospectus.

Charter has determined that Charter stockholders are not entitled to appraisal or dissenters’ rights under the General Corporation Law of the State of Delaware in connection with the transactions contemplated by the merger agreement.

The Charter Board, including at least a majority of (a) the Unaffiliated Directors (as defined in Charter’s amended and restated certificate of incorporation and the existing stockholders agreement (as defined in the accompanying joint proxy statement/prospectus)) and (b) the directors designated by A/N pursuant to the existing stockholders agreement (as defined in the accompanying joint proxy statement/prospectus), acting on the unanimous recommendation of a special committee thereof, consisting solely of independent and disinterested directors of Charter(the “Charter special committee”), has unanimously determined that the transaction documents to which Charter is a party and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, including the Charter Disinterested Stockholders, approved the transaction documents to which Charter is a party and the transactions contemplated thereby and unanimously recommends that Charter stockholders vote “FOR” the Charter merger proposal, “FOR” the share issuance proposal and “FOR” the Charter adjournment proposal. The Charter Board and the Charter special committee made their determinations after consultation with legal and financial advisors and consideration of a number of factors.

Each copy of the accompanying joint proxy statement/prospectus mailed to holders of Charter common stock is accompanied by a form of proxy card with instructions for voting. Whether or not you plan to attend the Charter special meeting in person, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

Due to space limitations, attendance is limited to Charter stockholders and persons holding valid legal proxies from those stockholders. Admission to the Charter special meeting is on a first-come, first-served basis. Registration will begin at [ ] a.m., New York City time. Valid government-issued picture identification must be presented to attend the Charter special meeting. If you hold Charter common stock through a bank, broker, trustee or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the record date, and if you wish to vote in person, you must also bring a legal proxy from your bank, broker, trustee or other nominee. Cameras, recording devices, and other electronic devices are not permitted. If you require special assistance at the Charter special meeting, please contact Charter’s Corporate Secretary at 400 Washington Blvd., Stamford, Connecticut 06902.

YOUR VOTE IS IMPORTANT. We cannot complete the transactions contemplated by the merger agreement unless Charter stockholders approve the share issuance proposal and the Charter merger proposal.

If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact Innisfree M&A Incorporated, Charter’s proxy solicitor, by calling toll-free at (877) 750-8233, or for banks and brokers, collect at (212) 750-5833.

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE CHARTER SPECIAL MEETING, PLEASE VOTE PROMPTLY ELECTRONICALLY OR BY TELEPHONE. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the combination or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

NOTICE IS HEREBY GIVEN of the special meeting of holders of shares of Liberty Broadband Series A common stock, par value $0.01 per share (“Liberty Broadband Series A common stock”), Liberty Broadband Series B common stock, par value $0.01 per share (“Liberty Broadband Series B common stock”), Liberty Broadband Series C common stock, par value $0.01 per share (“Liberty Broadband Series C common stock” and together with the Liberty Broadband Series A common stock and Liberty Broadband Series B common stock, the “Liberty Broadband common stock”) and Liberty Broadband Series A cumulative redeemable preferred stock, par value $0.01 per share (“Liberty Broadband preferred stock” and together with the Liberty Broadband common stock, the “Liberty Broadband capital stock”) of Liberty Broadband Corporation (“Liberty Broadband”), to be held at [  ], Mountain time, on [  ], 2025 (the “Liberty Broadband special meeting”). The Liberty Broadband special meeting will be held via the Internet and will be a completely virtual meeting of stockholders to consider and vote on the following proposals:

If the Liberty Broadband merger proposal is approved, then subject to certain other conditions, Charter will acquire Liberty Broadband pursuant to the merger.

Liberty Broadband will transact no other business at the Liberty Broadband special meeting, except such business as may properly be brought before the Liberty Broadband special meeting or any adjournments or postponements thereof by or at the direction of the Liberty Broadband board of directors (the “Liberty Broadband Board”) in accordance with Liberty Broadband’s amended and restated bylaws. The accompanying joint proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the joint proxy statement/prospectus, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Liberty Broadband special meeting. You are encouraged to read the entire document carefully before voting. In particular, please see “The Merger Agreement” for a description of the transactions contemplated by the merger agreement, and “Risk Factors” beginning on page 42 for an explanation of the risks associated with the combination and the other transactions contemplated by the merger agreement.

Completion of the combination is conditioned on the requisite holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock approving the Liberty Broadband merger proposal. The completion of the combination is not conditioned on the approval of the Liberty Broadband adjournment proposal.

Approval of the Liberty Broadband merger proposal requires both (i) the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the proposal at the Liberty Broadband special meeting, voting together as a single class, and (ii) the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the proposal at the Liberty Broadband special meeting, other than any outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock beneficially owned, directly or indirectly, by (A) Charter and its subsidiaries, (B) holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock affiliated with John C. Malone, the Chairman of the Liberty Broadband Board (collectively, the “Malone Group”), and their Affiliates (as defined in the merger agreement), (C) Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband, and certain affiliated persons holding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock (collectively, the “Maffei Group”), and their Affiliates (as defined in the merger agreement), (D) Advance/Newhouse Partnership (“A/N”) and its Affiliates (as defined in the merger agreement), (E) the members of the Charter board of directors and the Parent Section 16 Officers (as defined in the merger agreement), (F) the members of the Liberty Broadband Board and the Company Section 16 Officers (as defined in the merger agreement) or (G) immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing (collectively, the “Liberty Broadband Disinterested Stockholders”), voting together as a single class. Approval of the Liberty Broadband adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock that are present in person or represented by proxy at the Liberty Broadband special meeting and entitled to vote on the adjournment proposal at the Liberty Broadband special meeting, voting together as a single class.

Holders of record of shares of Liberty Broadband capital stock outstanding as of 5:00 p.m., New York City time, on [  ], 2025, the record date for the Liberty Broadband special meeting, will be entitled to notice of the Liberty Broadband special meeting. Holders of record of shares of Liberty Broadband Series A common Stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock outstanding as of 5:00 p.m., New York City time, on [  ], 2025, the record date for the Liberty Broadband special meeting, will be entitled to vote at the Liberty Broadband special meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A complete list of Liberty Broadband stockholders entitled to vote at the Liberty Broadband special meeting will be available for examination by any Liberty Broadband stockholder in the Investor Relations department at Liberty Broadband’s corporate office at 12300 Liberty Boulevard, Englewood, Colorado 80112, for purposes pertaining to the Liberty Broadband special meeting, during ordinary business hours, for a period of ten days ending on the day before the Liberty Broadband special meeting. This notice is being provided to holders of shares of Liberty Broadband Series C common stock pursuant to Section 251 of the General Corporation Law of the State of Delaware. The holders of shares of Liberty Broadband Series C common stock are not being asked to vote, and are not entitled to any voting powers, on the proposals to be presented at the Liberty Broadband special meeting because such votes are not required by Liberty Broadband’s restated certificate of incorporation, Liberty Broadband’s amended and restated bylaws or the laws of the State of Delaware. If you have any questions with respect to accessing this list, please contact Liberty Broadband Investor Relations at (720) 875-5700. For additional information regarding the Liberty Broadband special meeting, please see “The Liberty Broadband Special Meeting” of the accompanying joint proxy statement/prospectus.

The Liberty Broadband Board has unanimously determined that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the merger and the transactions contemplated by the voting agreements and the Malone exchange side letter (as defined in the accompanying joint proxy statement/prospectus)), are advisable and fair to, and in the best interests of, Liberty Broadband and

its stockholders, including the Liberty Broadband Disinterested Stockholders, approved and declared advisable the transaction documents and the transactions contemplated thereby, including the merger, and unanimously recommends that holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock (including the Liberty Broadband Disinterested Stockholders) vote “FOR” the Liberty Broadband merger proposal and “FOR” the Liberty Broadband adjournment proposal.

You may cast your vote electronically at the Liberty Broadband special meeting via the Internet or by proxy prior to the meeting via the Internet, by telephone, or by mail. If you send the proxy by mail, there may be unexpected delays in mail processing times. You should allow a sufficient number of days to ensure delivery.

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the Liberty Broadband special meeting.

WHETHER OR NOT YOU INTEND TO BE PRESENT VIA THE INTERNET AT THE LIBERTY BROADBAND SPECIAL MEETING, PLEASE VOTE PROMPTLY ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PROXY CARD.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the combination or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus incorporates important business and financial information from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information.” This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this joint proxy statement/prospectus or other information about the companies that is filed with the Securities and Exchange Commission (the “SEC”) by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

If you would like to request any documents, please do so at least five business days before the applicable special meeting, in order to receive them before the meeting(s).

You may also obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Charter with the SEC on Charter’s Internet website at ir.charter.com under the tab “Investors” and then under the heading “Results & SEC Filings.” You may also obtain copies of documents filed by Liberty Broadband with the SEC on Liberty Broadband’s Internet website at www.libertybroadband.com under the tab “Investors” and then under the heading “Financial Info.”

We are not incorporating the contents of the websites of the SEC, Charter, Liberty Broadband, or any other entity into this joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Charter (File No. 333-[ ]), constitutes a prospectus of Charter Communications, Inc. (“Charter”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Charter Class A common stock and Charter rollover preferred stock issuable in connection with the combination (including in respect to Liberty Broadband Corporation (“Liberty Broadband”) equity awards) with Liberty Broadband. This joint proxy statement/prospectus also constitutes a joint proxy statement for both Charter and Liberty Broadband under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This joint proxy statement/prospectus also constitutes a notice of meeting with respect to the Charter special meeting and a notice of meeting with respect to the Liberty Broadband special meeting at which certain Charter stockholders and Liberty Broadband stockholders, respectively, will be asked to consider and vote upon the Charter merger proposal, the share issuance proposal, the Liberty Broadband merger proposal and certain other proposals, as applicable.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [ ], 2025 and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this joint proxy statement/prospectus is only accurate as of the date of such information. Neither the mailing of this joint proxy statement/prospectus to Charter stockholders or Liberty Broadband stockholders nor the issuance of shares of Charter Class A common stock or Charter rollover preferred stock will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Charter has been provided by Charter and information contained in this joint proxy statement/prospectus regarding Liberty Broadband has been provided by Liberty Broadband.

This joint proxy statement/prospectus and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding, among other things, the proposed combination. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include statements regarding the combination and the other related transactions as well as the future financial and operating results, plans, objectives, expectations and intentions of Charter and Liberty Broadband. In addition to the risk factors described herein under the heading “Risk Factors” beginning on page 42, the following are some but not all of the factors that could cause actual results or events to differ materially from those expressed or implied by such statements:

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this joint proxy statement/prospectus, and Charter and Liberty Broadband expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in “Risk Factors” and other cautionary statements contained or incorporated in this document. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement. Where, in any forward-looking statement,

Charter or Liberty Broadband express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished.

Please refer to the publicly filed documents of Charter and Liberty Broadband, including the most recent Annual Reports on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q for additional information about Charter and Liberty Broadband and about the risks and uncertainties related to the business of each of Charter and Liberty Broadband that may affect the statements made in this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.”

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote. In addition, you should read and consider the risks associated with each of the businesses of Charter and Liberty Broadband because these risks will also affect Charter following completion of the combination. These risks can be found in Charter’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 and Liberty Broadband’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, each of which is filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.”

If any of the following risks and uncertainties develop into actual events, these events could have a material adverse effect on the business, financial condition or results of operations of (i) prior to the combination, Charter and/or Liberty Broadband, as applicable, and (ii) after the combination, the combined company. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

The market value of Charter Class A common stock will fluctuate during the period before the date of the Liberty Broadband special meeting and during the period before the time Liberty Broadband stockholders receive merger consideration in the form of Charter Class A common stock, as well as thereafter. Accordingly, at the time of the Liberty Broadband special meeting, Liberty Broadband stockholders will not be able to determine the market value of the per share merger consideration they would receive upon the effective time.

Upon the effective time, common stockholders of Liberty Broadband will receive 0.236 of a share of Charter Class A common stock for each share of Liberty Broadband common stock held of record by such holder immediately prior to the merger, together with cash (without interest) paid in lieu of any fractional shares of Charter Class A common stock. Accordingly, the value of Charter common stock delivered to Liberty Broadband stockholders will depend on the price of Charter Class A common stock, and the value of the merger consideration delivered for each share of Liberty Broadband common stock may be greater than, less than or equal to $78.26, which represents the implied value of 0.236 of a share of Charter Class A common stock based on the closing price of Charter Class A common stock on September 23, 2024, the last trading day before the public announcement of negotiations relating to the transaction. Neither Charter nor Liberty Broadband is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Charter Class A common stock or Liberty Broadband capital stock.

It is impossible to accurately predict the market price of Charter Class A common stock at the effective time and, therefore, impossible to accurately predict the value of common stock consideration that Liberty Broadband stockholders will receive. This risk is heightened by the fact that the parties have agreed to a closing to occur on June 30, 2027 (subject to the satisfaction or waiver of the conditions to closing), unless otherwise agreed, and subject to adjustment as set forth in the merger agreement. The market price for Charter Class A common stock may fluctuate both prior to the effective time and thereafter for a variety of reasons, including, among others, the results of operations of Charter and the developments in its business, market assessments of the likelihood that the combination will be completed, and the expected timing of the combination. Many of these factors are beyond Charter’s and Liberty Broadband’s control. You should obtain current market quotations for shares of Liberty Broadband capital stock and Charter Class A common stock.

The definitive documentation governing Liberty Broadband’s margin loan agreement provides that, in certain circumstances, if an event of default occurs and is continuing, the lenders under the margin loan facility may cause shares of Charter Class A common stock that are beneficially owned by Liberty Broadband and which secure its margin loan facility to be transferred to the name of the applicable lender, its nominee, a depository, or such depository’s nominee. If such an event of default occurs and is continuing, and such lenders cause such Charter Class A common stock to be so transferred, the number of shares of Charter Class A common stock that Liberty Broadband owns at the closing of the combination, and accordingly the number of shares of Charter Class A common stock that Charter retires at the closing, could be fewer than currently anticipated, and such difference could be material.

The completion of the combination is subject to a number of conditions, including, among other things, (i) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, voting together as a single class; (ii) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, beneficially owned, directly or indirectly, by the Liberty Broadband Disinterested Stockholders, voting together as a single class, which condition cannot be waived; (iii) the approval of the share issuance proposal by the affirmative vote of a majority of the votes cast by holders of Charter common stock at the Charter special meeting; (iv) the approval of the Charter merger proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter common stock entitled to vote on the proposal at the Charter special meeting, beneficially owned, directly or indirectly, by the Charter Disinterested Stockholders, voting together as a single class, which condition cannot be waived; (v) to the extent applicable, any waiting period (and any extension thereof), and any commitments by the parties not to close before a certain date under a timing agreement entered into with a governmental authority, in each case, in respect of the combination or the conversion of the Liberty Broadband capital stock pursuant to the merger agreement under the HSR Act having expired or been granted early termination; (vi) the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, and no stop order or proceedings seeking a stop order having been initiated by the SEC and not rescinded; (vii) authorization of listing on the Nasdaq of the shares of Charter Class A common stock and Charter rollover preferred stock to be issued in connection with the merger; (viii) the absence of any law, order, or other legal restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction, which prevents, prohibits, renders illegal or enjoins the consummation of the transactions contemplated by the merger agreement; (ix) the accuracy of each party’s representations and warranties in the merger agreement, subject to certain materiality qualifications; (x) each party’s performance, in all material respects, with its covenants required to be performed by it under the merger agreement prior to the closing of the combination; (xi) in respect of Charter’s obligation to effect the closing, the completion of the GCI divestiture; and (xii) each party’s receipt of a tax opinion, to the effect that, inter alia, the combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. (See the section entitled “The Merger Agreement—Conditions to the Combination,” for a more detailed discussion.)

While the parties have agreed in the merger agreement to use reasonable best efforts to satisfy the closing conditions, the parties may not be successful in their efforts to do so. The failure to satisfy all of the required conditions could delay the completion of the combination for a significant period of time or prevent completion from occurring at all. Any delay in completing the combination could cause Charter not to realize some or all of the benefits, or realize them on a different timeline than expected, that Charter expects to achieve if the combination is successfully completed within the expected timeframe. There can be no assurance that the conditions in the merger agreement will be satisfied or (to the extent permitted) waived or that the combination

will be completed. In addition, subject to limited exceptions, either Charter or Liberty Broadband may terminate the merger agreement if the combination has not been consummated by August 31, 2027 or such other date as mutually agreed. See “The Merger Agreement—Termination.”

If the combination is not completed, Charter and Liberty Broadband may be materially adversely affected, without realizing any of the benefits of having completed the combination, and Charter and Liberty Broadband will be subject to a number of risks, including the following:

In addition, if the combination is not completed, Charter and Liberty Broadband could be subject to litigation related to any failure to complete the combination or related to any enforcement proceeding commenced against it to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact Charter’s and Liberty Broadband’s respective financial condition, financial results and stock price.

The obligation of Charter to complete the combination is subject to the completion of the GCI divestiture. Liberty Broadband has agreed that, prior to the effective time, it will, and will cause its subsidiaries, to divest the business of GCI spinco, GCI and their respective subsidiaries. The GCI divestiture is subject to certain terms and conditions set forth in the merger agreement, including that it be consummated in accordance with the GCI separation principles and otherwise on terms mutually acceptable to Charter and Liberty Broadband. If, no later than December 31, 2025, Liberty Broadband in good faith determines that the GCI divestiture is not reasonably capable of being achieved prior to June 30, 2027 on the agreed terms solely as a result of certain specified events, Liberty Broadband and Charter will consider in good faith alternative courses of action, including but not limited to, formal or informal debt refinancing actions. For further discussion, see the section entitled “The Merger Agreement—GCI Divestiture.”

There can be no assurance that the GCI divestiture or any alternative courses of action will be completed on the anticipated time frame, or at all. Failure to complete the GCI divestiture on the agreed terms could delay or prevent the completion of the combination.

The GCI divestiture and certain internal reorganization steps taken prior to the GCI divestiture are intended to be taxable transactions for U.S. federal (and applicable state and local) income tax purposes. The amount of gain recognized by Liberty Broadband and for holders of shares of Liberty Broadband common stock with respect to these transactions depends, in part, on the fair market value of GCI. As a result, the amount of income tax liabilities resulting from the GCI divestiture is not certain, and such liabilities may be substantial. The tax liabilities of Liberty Broadband effectively become liabilities of Charter after the completion of the combination, and Charter has agreed to bear any such liabilities. See “U.S. Federal Income Tax Considerations of the Combination” for further discussion of the U.S. federal income tax considerations of the distribution of stock of GCI spinco to holders of shares of Liberty Broadband common stock.

To the extent that the cash tax payable by Liberty Broadband as a result of the GCI divestiture exceeds $420 million, GCI spinco is required to pay Charter for 100% of the tax benefit arising from the additional tax gain corresponding to any cash tax payable in excess of $420 million when such tax benefits are actually realized, under a tax receivables agreement to be entered into by Liberty Broadband, GCI spinco and Charter. However, there is no guarantee that GCI spinco will realize any tax benefits arising from the gain recognized in the GCI divestiture or that Charter would receive any payment from GCI spinco under the tax receivables agreement.

The merger agreement contains provisions that make it more difficult for Liberty Broadband and Charter to engage in any alternative transaction with a third party. The merger agreement contains certain provisions that restrict the ability of Charter and Liberty Broadband to, among other things, solicit, initiate, knowingly facilitate, knowingly induce, knowingly encourage, or enter into or continue or otherwise participate in any discussions relating to, or approve or recommend, any third-party alternative parent transaction proposal or third-party alternative company transaction proposal, respectively. In the case of Charter, under the terms of the merger agreement, a proposal for an alternative parent transaction that would not, or would not reasonably be expected to, require Charter to abandon or terminate the combination, or that would not or would not reasonably be expected to, materially impair, hinder, impede or delay, or prohibit or prevent, the consummation of the combination is not considered an “alternative parent transaction proposal” and not subject to such restrictions.

Further, even if the Liberty Broadband Board withdraws or qualifies its recommendation with respect to the approval of the Liberty Broadband merger proposal, unless the merger agreement is terminated in accordance with its terms, Liberty Broadband will still be required to submit the Liberty Broadband merger proposal to a vote at the Liberty Broadband special meeting. In addition, following receipt by Liberty Broadband of any alternative company transaction proposal that constitutes a “superior proposal,” Charter will have an opportunity to offer to modify the terms of the merger agreement before the Liberty Broadband Board may withdraw or qualify its recommendation with respect to the Liberty Broadband merger proposal in favor of such superior proposal. Similarly, even if the Charter special committee or the Charter Board withdraws or qualifies its recommendation with respect to the approval of the Charter merger proposal or share issuance proposal, unless the merger agreement is terminated in accordance with its terms, Charter will still be required to submit the Charter merger proposal and share issuance proposal to a vote at the Charter special meeting. In addition, following receipt by Charter of any alternative parent transaction proposal that constitutes a “superior proposal,” Liberty Broadband will have an opportunity to offer to modify the terms of the merger agreement before the Charter special committee or the Charter Board may withdraw or qualify its recommendation with respect to the Charter merger proposal in favor of such superior proposal. For further discussion, see the section entitled “The Merger Agreement—Covenants and Agreements—Charter No Solicitation.”

In some circumstances, upon termination of the merger agreement, Liberty Broadband would be required to pay a termination fee of $460 million to Charter or Charter would be required to pay a termination fee of $460 million to Liberty Broadband. For further discussion, see the section entitled “The Merger Agreement—Termination Fee.”

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Liberty Broadband or Charter or pursuing an alternative company transaction or alternative parent transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be received in the combination or would result in greater value to the Liberty Broadband or Charter stockholders relative to the terms and conditions of the merger agreement. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the Liberty Broadband or Charter stockholders than it might otherwise have proposed to pay absent such a fee. In the case of Charter, however, a proposal for an alternative parent transaction that would not, or would not reasonably be expected to, require Charter to abandon or terminate the combination, or that would not or would not reasonably be expected to, materially impair, hinder, impede or delay, or prohibit or prevent, the consummation of the combination is not considered an “alternative parent transaction proposal.”

In connection with the transactions contemplated by the merger agreement, the Malone Group entered into a voting agreement with Charter and Liberty Broadband. Pursuant to the Malone voting agreement, the members of the Malone Group have committed to vote all of their shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock, representing approximately 48.5% of the aggregate voting power of the issued and outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock as of November 12, 2024, among other things, in favor of the Liberty Broadband merger proposal and the Liberty Broadband adjournment proposal, except that, if the Liberty Broadband Board changes its recommendation related to the combination pursuant to a company adverse recommendation change (as described in “The Merger Agreement—Covenants and Agreements—Company Adverse Recommendation Change; Prohibited Actions”), the number of shares held by the Malone Group subject to the foregoing voting requirements will be limited to the number of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock equal in the aggregate to the sum of (i) 33.37% of the total voting power of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock minus (ii) the total voting power of the shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock held by the Maffei Group, with any shares in excess of such amount to be voted on such matters in the same proportion as voted by the holders of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock other than the Malone Group and the Maffei Group. The Malone voting agreement is described in more detail in “Other Agreements Related to the Combination—Malone Voting Agreement.”

In addition, in connection with the transactions contemplated by the merger agreement, the Maffei Group entered into a voting agreement with Charter and Liberty Broadband. Pursuant to the Maffei voting agreement, the members of the Maffei Group have committed to vote all of their shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock, representing approximately 3.68% of the aggregate voting power of the issued and outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock as of November 12, 2024, among other things, in favor of the Liberty Broadband merger proposal and the Liberty Broadband adjournment proposal. The Maffei voting agreement is described in more detail in “Other Agreements Related to the Combination—Maffei Voting Agreement.”

The existence of the voting agreements could discourage a third party from pursuing an alternative transaction involving Liberty Broadband.

Under the terms of the merger agreement, Liberty Broadband is subject to certain restrictions on the conduct of its business prior to the effective time which may adversely affect its and its subsidiaries’ ability to execute certain of its business strategies, maintain business relationships, or manage risks associated with its business, operations, technology, infrastructure or compliance functions, including the ability in certain cases to acquire or

dispose of assets, incur indebtedness, undertake capital expenditures, engage with regulators or settle actual or potential claims. Such limitations could adversely affect Liberty Broadband prior to the effective time.

Under the terms of the merger agreement, Charter is subject to a more limited set of restrictions on the conduct of its business prior to the effective time. Such limitations may affect Charter’s ability to execute certain of its business strategies, including the ability in certain cases to amend its organizational documents, issue shares of Charter capital stock or pay extraordinary dividends or distributions, which could adversely affect Charter prior to the effective time.

In addition, due to operating covenants in the merger agreement, Liberty Broadband may be unable (without the prior written consent of the Charter special committee), during the pendency of the combination, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial. These factors could adversely affect the financial position or results of operations of Liberty Broadband, regardless of whether the combination is completed.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the combination. For further discussion, see the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business of Liberty Broadband” and “The Merger Agreement—Covenants and Agreements—Conduct of Business of Charter.”

Management of both Charter and Liberty Broadband may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the combination, including the GCI divestiture that is a closing condition thereof. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the combination. These factors could adversely affect the financial position or results of operations of Charter and Liberty Broadband, regardless of whether the combination is completed.

Charter and Liberty Broadband will incur substantial expenses in connection with and as a result of completing the combination, including advisory, legal and other transaction costs, and, following the completion of the combination, Charter expects to incur additional expenses in connection with combining the companies. A majority of these costs have already been incurred or will be incurred regardless of whether the combination is completed. Factors beyond Liberty Broadband’s and Charter’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Management of Charter and Liberty Broadband continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the combination. Although Charter and Liberty Broadband expect that the realization of benefits related to the combination will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.

Stockholders of Charter and/or Liberty Broadband may file lawsuits against Charter, Liberty Broadband and/or the directors or officers of either company in connection with the combination. One of the conditions to the closing is the absence of any order or law that prevents, prohibits, renders illegal or enjoins the consummation of the combination or the transactions contemplated by the transaction documents. If any plaintiff were successful in obtaining an injunction prohibiting the completion of the combination, then such injunction may delay or prevent the consummation of the combination and could result in significant costs to Charter and/or Liberty Broadband, including any cost associated with the indemnification of directors and officers of each company. Charter and Liberty Broadband may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the combination. Such litigation could have an adverse effect on the

financial condition and results of operations of Charter and Liberty Broadband and could prevent or delay the completion of the combination. There has not been any stockholder litigation related to the combination against Charter, Liberty Broadband or the directors or officers of either company, but such litigation could be instigated.

Certain of the directors and executive officers of Charter and Liberty Broadband have interests relating to the combination or the merger agreement that are different from other Charter and Liberty Broadband stockholders. The Charter Board and the Charter special committee were aware of these interests during the deliberations of the merits of the combination, and the transactions contemplated thereby, and in deciding to recommend that the Charter stockholders vote for each of the Charter merger proposal, the share issuance proposal and the Charter adjournment proposal, and the Liberty Broadband Board was aware of these interests during the deliberations of the merits of the combination, and the transactions contemplated thereby, and in deciding to recommend that the holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock (including the Liberty Broadband Disinterested Stockholders) vote for the Liberty Broadband merger proposal and the Liberty Broadband adjournment proposal.

With respect to the Charter directors and executive officers, areas where their interests may differ from those of Charter stockholders in general relate to the indemnification and insurance protections for their service as directors and executive officers pursuant to the Charter organizational documents, indemnification agreements entered into with Charter and Charter’s director and officer liability insurance policies. Additionally, pursuant to the existing stockholders agreement, Liberty Broadband has designated three directors to the Charter Board, consisting of Mr. Maffei, who also serves as a director and President and Chief Executive Officer of Liberty Broadband, James E. Meyer and Balan Nair. Mr. Maffei holds stock options with respect to Liberty Broadband common stock, which were granted in respect of his service as a Liberty Broadband executive officer and will be accelerated and converted into a number of shares of Charter Class A common stock, as described in more detail under “The Merger Agreement—Treatment of Liberty Broadband Equity Awards—Liberty Broadband Stock Options.” Additionally, in consideration of the time and effort required of members of the Charter special committee in evaluating and negotiating the transaction documents, and the transactions contemplated thereby, the Charter Board (with the members of the Charter special committee abstaining) determined that the members of the Charter special committee would each receive a retainer fee of $20,000 (provided that the chair of the Charter special committee would instead receive a retainer fee of $40,000) and a meeting fee of $2,000 (provided that the chair of the Charter special committee would instead receive a meeting fee of $3,000) per meeting in excess of six meetings until the closing of the combination for their services in carrying out their duties as members of the Charter special committee.

With respect to Liberty Broadband’s directors and executive officers, areas where their interests may differ from those of holders of shares of Liberty Broadband capital stock in general relate to the indemnification and insurance protections for their service as directors and executive officers pursuant to the organizational documents of Liberty Broadband, indemnification agreements entered into with Liberty Broadband, Liberty Broadband’s director and officer liability insurance policies and the merger agreement.

Additionally, directors and executive officers of Liberty Broadband hold stock options and/or restricted stock units with respect to shares of Liberty Broadband common stock, which, (a) in the case of each stock option outstanding immediately prior to the effective time, will automatically accelerate and become fully vested, and at the effective time, will automatically be converted into the right to receive a number of shares of Charter Class A common stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (x) the excess, if any, of (A) the product of the exchange ratio multiplied by the volume-weighted average price of Charter Class A common stock for the five consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, over (B) the per share exercise price of such stock option, multiplied by (y) the number of shares of Liberty Broadband common stock subject to the stock option immediately prior to the effective time, divided by (ii) the volume-weighted average price of Charter Class A common stock for the five consecutive trading days ending two trading days prior to the closing date as reported by Bloomberg, less applicable tax withholdings; and (b) in the case of each restricted stock unit award (excluding restricted stock unit awards held by individuals who provide services primarily or solely to GCI or its subsidiaries) outstanding

as of 10 business days prior to the effective time (or such other date on or around that time as may be determined by the Liberty Broadband Board (or authorized committee thereof)), will automatically accelerate and become fully vested (with applicable performance goals in respect of performance periods that are incomplete at such time, if any, being deemed satisfied at 100% of target) on such date, and all shares of Liberty Broadband common stock subject to such award, less applicable tax withholdings, will be treated as outstanding shares of Liberty Broadband common stock in the merger and entitled to merger consideration, in each case, as discussed in more detail below in “The Combination—Interests of Liberty Broadband Directors and Executive Officers in the Combination—Equity Awards.”

The Liberty Broadband Board and the Charter Board include one overlapping member: Gregory B. Maffei. Mr. Maffei is a member of the Liberty Broadband Board and the President and Chief Executive Officer of Liberty Broadband and is also a director of Charter. Mr. Maffei holds options to purchase shares of Liberty Broadband common stock, which will be treated as described in more detail under “The Combination—Interests of Liberty Broadband Directors and Executive Officers in the Combination—Equity Awards.”

Mr. Maffei may be deemed to beneficially own approximately 3.68% of the aggregate voting power represented by the shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock outstanding as of November 12, 2024, all of which is subject to the Maffei voting agreement. Under the Maffei voting agreement, each of Liberty Broadband and, effective from and following the effective time, Charter, jointly and severally, has agreed to indemnify each member of the Maffei Group for certain losses incurred in connection with or arising out of the Maffei voting agreement.

Mr. Malone is the Chairman of the Liberty Broadband Board. Mr. Malone may be deemed to beneficially own approximately 49.1% of the aggregate voting power represented by the shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock outstanding as of November 12, 2024, of which approximately 48.5% of such aggregate voting power is subject to the Malone voting agreement. Under the Malone voting agreement, each of Liberty Broadband and, effective from and following the effective time, Charter, jointly and severally, has agreed to indemnify each member of the Malone Group for certain losses incurred in connection with or arising out of the Malone voting agreement.

In addition, Liberty Broadband has agreed to pay up to $200,000 in the aggregate of reasonable out-of-pocket costs and expenses incurred by each of the Malone Group or the Maffei Group, as applicable, in connection with the preparation, negotiation, execution and delivery of their respective voting agreements and the other transaction documents (which fee cap excludes any filing fees payable under the HSR Act). See “Other Agreements Related to the Combination—Malone Voting Agreement” and “Other Agreements Related to the Combination—Maffei Voting Agreement.”

Additionally, pursuant to the Malone exchange side letter, certain of the members of the Malone Group agreed to an arrangement under which Liberty Broadband will have the right, in connection with the GCI divestiture, to exchange certain shares of Liberty Broadband Series B common stock held by such members of the Malone Group for shares of Liberty Broadband Series C common stock on a one-for-one basis. Pursuant to the terms of the Malone exchange side letter, if the merger agreement is terminated without the completion of the combination having occurred following the consummation of the foregoing exchange, and unless otherwise agreed to in writing by the Malone exchange holders and Liberty Broadband, the exchange will be automatically rescinded and treated as if it had never occurred. Further, subject to the amendments to the Malone exchange agreement set forth in the Malone exchange side letter, the Malone exchange agreement provides for exchanges by Liberty Broadband and Mr. Malone or the JM Trust of shares of Liberty Broadband Series B common stock for shares of Liberty Broadband Series C common stock in connection with certain specified dilutive events.

For a more detailed discussion of these interests, see “The Combination—Interests of Charter Directors and Executive Officers in the Combination” and “The Combination—Interests of Liberty Broadband Directors and Executive Officers in the Combination.”

Based on the number of shares of Liberty Broadband common stock outstanding or reserved for issuance as of [ ], 2025, Charter expects to issue approximately [ ] million shares of Charter Class A common stock and 7,183,812 shares of Charter rollover preferred stock to Liberty Broadband stockholders in the aggregate in the merger. Based on the number of shares of Charter Class A common stock (including common units of Charter

Holdings held by A/N on an as-exchanged basis) outstanding as of [ ], 2025, we estimate that existing Charter stockholders, other than Liberty Broadband, will own approximately [ ]% of the Charter Class A common stock (including common units of Charter Holdings held by A/N on an as-exchanged basis) and former Liberty Broadband stockholders will own approximately [ ]% of the Charter Class A common stock (including common units of Charter Holdings held by A/N on an as-exchanged basis) following the completion of the combination. Former holders of the Liberty Broadband preferred stock are expected to own in the aggregate all outstanding shares of Charter rollover preferred stock with a redemption value of $180 million. Many former Liberty Broadband stockholders may decide not to hold the shares of Charter Class A common stock and Charter rollover preferred stock they will receive in the combination. Such sales of Charter Class A common stock and Charter rollover preferred stock could have the effect of depressing the market price for such shares, and may take place promptly following the combination.

The combination is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligations of each of Liberty Broadband and Charter to complete the combination are conditioned, respectively, upon each receiving an opinion of counsel that the combination will so qualify. However, an opinion of counsel is not binding on the IRS or the courts. If this conclusion is challenged, and it is determined that the combination does not qualify as a “reorganization” for U.S. federal income tax purposes, Liberty Broadband stockholders would be required to recognize any taxable gain on the exchange of their common and preferred stock pursuant to the combination. In addition, even if the combination qualifies as a “reorganization” taxes could be imposed on Liberty Broadband if the IRS disagrees with the intended tax treatment of the proceeds received by Liberty Broadband from the repurchase of Charter shares or the loans received by Liberty Broadband from Charter pursuant to the stockholders and letter agreement amendment, as “other property” the receipt of which qualifies for nonrecognition of gain or loss under Section 361(b)(1)(A) and (b)(3) of the Code. Any such resulting taxes could be material. Any such tax liabilities imposed on Liberty Broadband would effectively become liabilities of Charter after the completion of the combination.

Centerview, the Charter special committee’s financial advisor in connection with the combination, has delivered to the Charter special committee a written opinion, dated November 12, 2024, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the written opinion, the exchange ratio provided for pursuant to the merger agreement is fair, from a financial point of view, to Charter.

The Charter special committee has not obtained an updated fairness opinion as of the date of this joint proxy statement/prospectus from Centerview, and the Charter special committee does not expect to request or receive an updated fairness opinion prior to the completion of the combination.

Centerview’s opinion does not reflect changes, circumstances, developments or events that may have occurred, or that may occur, after the date of the opinion, including changes in the operations and prospects of Charter or Liberty Broadband, regulatory or legal changes, general market and economic conditions and other factors, each of which may be beyond the control of Charter and Liberty Broadband. The value of the merger consideration has fluctuated since, and could be materially different from its value as of, the date of Centerview’s opinion, and the opinion does not address the prices at which Charter Class A common stock or Liberty Broadband capital stock may trade after the date of the opinion. Centerview’s opinion does not speak as of the time the combination will be completed or as of any date other than the date of the opinion. The Charter special committee does not anticipate asking Centerview to update its opinion, and Centerview has no obligation or responsibility to update, revise or reaffirm its opinion. For a more complete description of the opinion that Centerview delivered, and a summary of the material financial analyses performed, in connection with such opinion, please refer to the section “The Combination—Opinion of the Charter Special Committee’s Financial Advisor.” Centerview’s opinion is attached as Annex J to this joint proxy statement/prospectus and is incorporated by reference herein.

Citi, Charter’s financial advisor in connection with the combination, has delivered to the Charter Board a written opinion as to, as of November 12, 2024, and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Citi as set forth in its written opinion, the fairness, from a financial point of view, to Charter of the exchange ratio set forth pursuant to the merger agreement.

The Charter Board has not obtained an updated fairness opinion as of the date of this joint proxy statement/prospectus from Citi, and the Charter Board does not expect to request or receive an updated fairness opinion prior to the completion of the combination.

Citi’s opinion does not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion, including changes in the operations and prospects of Charter or Liberty Broadband, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of Charter and Liberty Broadband, and on which the fairness opinion was based, and that may alter the value of Charter and Liberty Broadband or the prices of Charter Class A common stock or Liberty Broadband capital stock at the effective time. The value of the merger consideration has fluctuated since, and could be materially different from its value as of, the date of Citi’s opinion, and the opinion does not address the prices at which Charter Class A common stock or Liberty Broadband capital stock may trade after the date of the opinion. Citi’s opinion does not speak as of the time the combination will be completed or as of any date other than the date of the opinion. The Charter Board does not anticipate asking Citi to update its opinion, and Citi has no obligation or responsibility to update, revise or reaffirm its opinion. For a more complete description of the opinion that Citi delivered, and a summary of the material financial analyses performed, in connection with such opinion, please refer to the section “The Combination—Opinion of Charter’s Financial Advisor.” Citi’s opinion is attached as Annex K to this joint proxy statement/prospectus and is incorporated by reference herein.

The Liberty Broadband Board has received a written opinion from J.P. Morgan, dated November 12, 2024, in connection with the signing of the merger agreement, but has not obtained an updated opinion from J.P. Morgan as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of Liberty Broadband or Charter, economic and market conditions and other factors that may be beyond the control of Liberty Broadband or Charter, and on which J.P. Morgan’s written opinion was based, may significantly alter the value of Liberty Broadband or Charter or the prices of the shares of Liberty Broadband common stock or of the shares of Charter common stock by the closing of the combination. The opinion does not speak as of the time the combination will be completed or as of any date other than the date of J.P. Morgan’s written opinion. J.P. Morgan does not have an obligation to update, revise or reaffirm its written opinion based on circumstances, developments or events that may have occurred or may occur after the date of such opinion, and J.P. Morgan’s written opinion does not address the fairness of the exchange ratio from a financial point of view at the closing of the combination. For a description of the opinion that the Liberty Broadband Board received from J.P. Morgan, see the section entitled “The Combination—Opinion of Liberty Broadband’s Financial Advisor.” A copy of J.P. Morgan’s written opinion is attached as Annex L to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety.

As described elsewhere in this joint proxy statement/prospectus, record holders and beneficial owners of Liberty Broadband Series B common stock who do not vote in favor of adoption of the merger agreement and who properly demand appraisal of their shares of Liberty Broadband Series B common stock are entitled to pursue appraisal rights in connection with the merger. If a Liberty Broadband Series B stockholder of record or beneficial owner properly demands his, her or its appraisal rights and follows the required procedures specified in Section 262 of the DGCL (which are summarized in the section below entitled “The Combination—Appraisal Rights”) he, she or it will have the right to receive a cash payment equal to the “fair value” (as determined by the Delaware Court of Chancery and in accordance with the DGCL) of his, her or its shares of Liberty

Broadband Series B common stock. The express procedures of Section 262 of the DGCL must be followed and, if they are not, stockholders of record of, and beneficial owners of, shares of Liberty Broadband Series B common stock wishing to exercise their appraisal rights may lose such rights. The “fair value” of the shares of Liberty Broadband Series B common stock may be determined to be higher than, equal to, or lower than the value of the shares of the Charter Class A common stock that the stockholder of record or beneficial owner would otherwise have been entitled to receive in connection with the merger. Further, the “fair value” cash payment could potentially be determined in judicial proceedings, the result of which cannot be predicted. In addition, a dissenting stockholder of record’s or beneficial owner’s receipt of cash in exchange for his, her or its shares of Liberty Broadband Series B common stock pursuant to the appraisal rights proceeding will be a taxable transaction to such stockholder of record or beneficial owner. Pursuant to the voting agreements, the Malone Group and the Maffei Group have waived any appraisal rights to which they may be entitled under the merger agreement in respect of their shares of Liberty Broadband Series B common stock.

The stockholders and letter agreement amendment modifies the terms set forth in the existing letter agreement with respect to Liberty Broadband’s participation in Charter’s share repurchase program during the pendency of the combination. The repurchases of Liberty Broadband’s shares of Charter Class A common stock during such period are intended to facilitate the repayment by Liberty Broadband of certain of its outstanding indebtedness and to allow Liberty Broadband to maintain sufficient liquidity to fund its ongoing operations during the pendency of the combination. If the repurchases are not consummated on the agreed terms, or otherwise fail to meet the intended objectives, there could be adverse effects on the financial position of each of Liberty Broadband and Charter and on the combination.

The stockholders and letter agreement amendment provides that, if the merger agreement is terminated without the combination having been completed, Liberty Broadband’s ownership cap under the existing stockholders agreement would be reset at the greater of (i) Liberty Broadband’s equity interest at the time of such termination, and (ii) the voting cap applicable to the Liberty Parties (as defined in the existing stockholders agreement), and Liberty Broadband would not be required to dispose of any excess shares accumulated during the pendency of the combination above the current ownership cap. Liberty Broadband would, however, continue to be subject to the voting cap under the existing stockholders agreement. For more information, see “Other Agreements Related to the Combination—Stockholders and Letter Agreement Amendment.”

As of [ ], 2025, the most recent practicable date prior to the date of this joint proxy statement/prospectus, Charter had consolidated debt of approximately $[ ] million in principal amount. As a result of its significant indebtedness, Charter may:

In addition, it is possible that Charter may need to incur additional indebtedness in the future, including to refinance and/or in connection with the assumption of indebtedness of Liberty Broadband and/or its subsidiaries.

If new debt is added to the pro forma debt levels, the risks described above could intensify. The impact of any of these potential adverse consequences could have a material adverse effect on Charter’s results of operations, financial condition, and liquidity following the completion of the combination.

The full benefits of the combination may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the combination could cause dilution to the earnings per share of Charter, decrease or delay the expected accretive effect of the combination, and negatively impact the price of Charter common stock. In addition, there may be liabilities that Charter underestimated or did not discover in the course of performing its due diligence investigation of Liberty Broadband.

If the combination is completed, the existing stockholders agreement, which sets forth, among other things, certain of Liberty Broadband’s and A/N’s governance rights with respect to Charter, will terminate with respect to Liberty Broadband. The stockholders and letter agreement amendment provides that, prior to the effective time, Charter, Liberty Broadband and A/N intend to discuss appropriate changes to the governance arrangements of Charter and the existing stockholders agreement, with such changes, if any, that are agreed by the parties and approved in accordance with Charter’s applicable organizational documents and the existing stockholders agreement to take effect upon the completion of the combination. Such changes are expected to give effect to the consummation of the combination, including to reflect that Liberty Broadband will no longer be a stockholder of Charter upon such consummation.

As of November 12, 2024, Liberty Broadband owned approximately 45.6 million shares of Charter common stock and controlled 25.01% of the aggregate voting power of Charter. Mr. Malone and Mr. Maffei may be deemed to beneficially own approximately 49.1% and 3.68%, respectively, of the aggregate voting power represented by the shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock outstanding as of November 12, 2024. Based on the number of shares of Liberty Broadband common stock outstanding or reserved for issuance as of [ ], 2025, Charter expects to issue approximately [ ] million shares of Charter Class A common stock and 7,183,812 shares of Charter rollover preferred stock to Liberty Broadband stockholders in the aggregate in the merger. Based on the number of shares of Charter Class A common stock (including common units of Charter Holdings held by A/N on an as-exchanged basis) outstanding as of [ ], 2025, we estimate that existing Charter stockholders, other than Liberty Broadband, will own approximately [ ]% of the Charter Class A common stock (including common units of Charter Holdings held by A/N on an as-exchanged basis) and former Liberty Broadband stockholders will own approximately [ ]% of the Charter Class A common stock (including common units of Charter Holdings held by A/N on an as-exchanged basis) following the completion of the combination. Former holders of the Liberty Broadband preferred stock are expected to own in the aggregate all outstanding shares of Charter rollover preferred stock with a redemption value of $180 million. Consequently, Liberty Broadband stockholders, as a general matter, will have less influence over the management and policies of Charter after the effective time than they currently exercise over the management and policies of Liberty Broadband.

We cannot assure you that an active trading market for the Charter rollover preferred stock will develop after the combination or, if one develops, that it will be sustained. In the absence of a public market, you may be unable to liquidate an investment in the Charter rollover preferred stock. Because the Charter rollover preferred stock would be newly issued when the combination is completed, an active trading market for the newly issued Charter rollover preferred stock would not have developed prior to the issuance of such shares. Consequently, the initial trading price of Charter rollover preferred stock will be determined by the market and no assurance can be

given as to whether these shares will trade at or above the liquidation price or the market price of Liberty Broadband preferred stock. The initial trading price of Charter rollover preferred stock will not necessarily bear any relationship to Charter assets or financial condition or any other established criteria of value and may not be indicative of the current market price of Liberty Broadband preferred stock.

Even if an active trading market develops for Charter rollover preferred stock after the effective time, the trading volume of such stock may fluctuate and cause significant price variations to occur after the effective time.

The market prices of Charter Class A common stock or Charter rollover preferred stock may decline as a result of the combination if, among other things, the costs of the combination are greater than expected, Charter does not achieve the perceived benefits of the combination as rapidly or to the extent anticipated by financial or industry analysts or the effect of the combination on Charter’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. Any of these events may make it more difficult for Charter to sell equity or equity-related securities and have an adverse impact on the prices of Charter Class A common stock or Charter rollover preferred stock.

The risks listed above are not exhaustive, and you should be aware that, following the combination, Charter and Liberty Broadband will face various other risks, including those discussed in reports filed by Charter and Liberty Broadband with the SEC. For more information, see “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

Charter, a Delaware corporation, is a leading broadband connectivity company and cable operator with services available to more than 58 million homes and businesses in 41 states through its Spectrum brand. Over an advanced communications network, Charter offers a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise® provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. Charter also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks.

The principal offices of Charter are located at 400 Washington Blvd., Stamford, Connecticut 06902, and its telephone number is (203) 905-7801. Shares of Charter Class A common stock trade on the Nasdaq under the symbol “CHTR.”

For more information about Charter, please visit Charter’s website at corporate.charter.com. The information provided on Charter’s website (other than the documents incorporated by reference herein) is not part of this joint proxy statement/prospectus and is not incorporated herein by reference. Additional information about Charter and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.”

Merger LLC, a direct wholly owned subsidiary of Charter, is a single member Delaware limited liability company formed on November 8, 2024 for the purpose of entering into the merger agreement and effecting the transactions contemplated by the merger agreement. Merger LLC has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Merger LLC are located at 400 Washington Blvd., Stamford, Connecticut 06902, and its telephone number is (203) 905-7801.

Merger Sub, an indirect wholly owned subsidiary of Charter, is a Delaware corporation incorporated on November 8, 2024 for the purpose of entering into the merger agreement and effecting the transactions contemplated by the merger agreement. Merger Sub has not conducted any activities other than those incidental to its incorporation and the matters contemplated by the merger agreement. The principal executive offices of Merger Sub are located at 400 Washington Blvd., Stamford, Connecticut 06902, and its telephone number is (203) 905-7801. Following the merger, the separate corporate existence of Merger Sub will cease.

Liberty Broadband is primarily comprised of GCI Holdings, a wholly-owned subsidiary, and an equity method investment in Charter.

During May 2014, the board of directors of Liberty Media and its subsidiaries authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly-owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock. Liberty Broadband was formed in 2014 as a Delaware corporation.

On December 18, 2020, GCI Liberty, Inc., the parent company of GCI Holdings, was acquired by Liberty Broadband.

Through a number of prior years’ transactions, including the GCI Combination, Liberty Broadband has acquired an interest in Charter. As of September 30, 2024, Liberty Broadband owned approximately 45.6 million shares of Charter common stock and controlled 25.01% of the aggregate voting power of Charter. Under the existing stockholders agreement, Liberty Broadband is subject to a voting cap, which is currently equal to 25.01% and is calculated in the manner set forth in the existing stockholders agreement, and Liberty Broadband

is required to vote any of its shares of Charter Class A common stock in excess of such voting cap in the same proportion as all other votes cast with respect to the applicable matter (excluding votes cast by A/N and certain other persons), except for certain Excluded Matters (as defined in the existing stockholders agreement).

The principal offices of Liberty Broadband are located at 12300 Liberty Boulevard, Englewood, Colorado 80112, and its telephone number is (720) 875-5700.

Liberty Broadband Series A common stock, Liberty Broadband Series C common stock and Liberty Broadband Series A cumulative redeemable preferred stock trade on the Nasdaq Global Select Market under the symbols “LBRDA,” “LBRDK” and “LBRDP” respectively. Liberty Broadband Series B common stock is quoted on the OTC Markets under the symbol “LBRDB,” but it is not actively traded.

Additional information about Liberty Broadband and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.”

This section of the joint proxy statement/prospectus describes material aspects of the combination. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to, including the merger agreement, for a more complete understanding of the combination. In addition, we incorporate important business and financial information about each of Charter and Liberty Broadband into this joint proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 203.

Each of the Charter Board (acting on the unanimous recommendation of the Charter special committee) and the Liberty Broadband Board has unanimously approved the transaction documents and the transactions contemplated thereby. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth therein, at the effective time, Merger Sub will merge with and into Liberty Broadband, with Liberty Broadband surviving the merger as the surviving corporation and becoming an indirect wholly owned subsidiary of Charter. Immediately after the merger, Liberty Broadband, as the surviving corporation of the merger, will merge with and into Merger LLC, with Merger LLC surviving the upstream merger as the surviving company and as a wholly owned subsidiary of Charter.

At the effective time:

No fractional shares of Charter Class A common stock will be issued in the combination. All fractional shares of Charter Class A common stock that would otherwise be issued to holders of record of shares of Liberty Broadband common stock as part of the merger consideration will be aggregated and sold at prevailing market prices on behalf of those holders of record who otherwise would have been entitled to receive fractional shares. The cash (without interest and rounded down to the nearest cent) received from these sales will be paid to such Liberty Broadband common stockholders in proportion to such stockholder’s pro rata portion of the total cash proceeds (net of any fees to the exchange agent from such sales) as soon as practicable following the completion of the combination.

Holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock are being asked to approve the Liberty Broadband merger proposal and the Liberty Broadband adjournment proposal. Holders of Charter common stock are being asked to approve the Charter merger proposal, the share issuance proposal and the Charter adjournment proposal. See the sections entitled “The Merger Agreement” and “Other Agreements Related to the Combination” for additional information regarding the legal documents that govern the combination, including information about the conditions to the completion of the combination and the provisions for terminating or amending the merger agreement.

The following chronology summarizes the key meetings and other events between the representatives of Charter and Liberty Broadband that led to the signing of the merger agreement and the other transaction documents. This summary does not catalogue every conversation among the boards of directors, the Charter special committee or the representatives of each company and other parties. All meetings were held telephonically unless otherwise noted.

As part of the ongoing consideration and evaluation of their respective long-term prospects and strategies, each of the Charter Board and the Liberty Broadband Board, and Charter’s and Liberty Broadband’s management, have regularly reviewed and assessed their respective business strategies and objectives, including strategic opportunities and challenges, and have considered the various strategic options potentially available to them, all with the goal of enhancing value for their respective stockholders.

On July 1, 2024, Mr. John C. Malone, Chairman of the Liberty Broadband Board and beneficial owner of shares of Liberty Broadband common stock representing approximately 49% of the aggregate voting power of Liberty Broadband capital stock, sent an email to Christopher Winfrey, President and Chief Executive Officer of Charter, noting that Liberty Broadband’s ongoing participation in Charter’s share repurchase program results in a 21% tax leakage, and suggesting that Charter and Liberty Broadband should look for ways to avoid such leakage and create value that can be shared by stockholders of Charter and Liberty Broadband.

On July 25, 2024, Mr. Malone sent an email (the “July 25 Email”) to Mr. Winfrey, Eric Zinterhofer, Non-Executive Chairman of the Charter Board, and Gregory B. Maffei, Chief Executive Officer of Liberty Broadband, stating that he thought it was time to examine the mutual benefit of a combination of Charter and Liberty Broadband. The July 25 Email did not propose a specific transaction structure or price, but instead asked (i) how much of a discount to fair value would be required to complete the transaction, in light of the Liberty Broadband tax leakage on a potential sale of its Charter shares of approximately 21%, the buyback excise tax applicable to Charter’s share repurchases and the fact that Liberty Broadband consistently trades at a 30% discount to its net asset value and (ii) whether Charter wished to acquire Liberty Broadband’s GCI business.

Between July 25 and August 1, 2024, Messrs. Winfrey, Zinterhofer, Maffei and Malone discussed the July 25 Email and various transaction structures that should be considered, including a merger between Charter and Liberty Broadband or an acquisition by Charter of Mr. Malone’s shares of Liberty Broadband common stock. Charter management apprised the Charter Board of these developments.

On or about July 29, 2024, Mr. Winfrey spoke to Michael A. Newhouse, as representative for A/N and a member of the Charter Board, to provide him with information about the discussions with Messrs. Malone and Maffei and preliminary views as to the merits of the transaction and the consequences if no transaction were to occur. Thereafter, Mr. Winfrey kept Mr. Newhouse regularly apprised of the status of the proposed transaction. Mr. Newhouse did not object to the continued exploration of the possibility of a transaction.

On July 31, 2024, the Liberty Broadband Board held a meeting with members of Liberty Broadband management and representatives of outside counsel, Potter Anderson & Corroon LLP (“Potter Anderson”), present. At the meeting, Mr. Malone summarized the July 25 Email and his conversations with members of Charter management, including the potential for a transaction whereby Charter would acquire Mr. Malone’s shares of Liberty Broadband common stock and the fact that the Charter Board anticipated forming a special committee to consider such potential transaction. Following these discussions, Mr. Malone excused himself from the meeting and the remaining members of the Liberty Broadband Board continued discussions with members of management and counsel present. Counsel summarized the Liberty Broadband Board’s fiduciary duties in connection with its consideration of a potential sale of Mr. Malone’s shares of Liberty Broadband common stock, whether to Liberty Broadband, Charter or a third party. Given the possibility of a transaction involving Charter’s acquisition of Mr. Malone’s shares of Liberty Broadband common stock, the Liberty Broadband Board determined to form a special committee, consisting solely of independent and disinterested members of the Liberty Broadband Board, to evaluate any transaction involving the sale by Mr. Malone of his shares of Liberty Broadband common stock, with the understanding that the formation of such committee, and the powers and authority delegated thereto, would be formally approved following the meeting through a unanimous written consent of the Liberty Broadband Board.

At a meeting held on August 1, 2024, after discussions with Charter senior management, the Charter Board authorized the formation of the Charter special committee consisting solely of independent and disinterested

members of the Charter Board in order to decide whether and how to follow up on the July 25 Email should it be considered in Charter’s interest to do. The Charter Board also reviewed the various approvals required under Charter’s governing documents and the existing stockholders agreement by and among Charter, Liberty Broadband and A/N. The Charter Board delegated to the Charter special committee exclusive authority to, among other things, (i) investigate, explore and evaluate any potential transaction involving Liberty Broadband and related matters, as well as any potential alternative transactions, (ii) conduct any discussions or negotiations with any party with respect to the terms and conditions of any potential transaction, or direct or terminate any such discussions and negotiations, (iii) determine whether any potential transaction is in the best interests of Charter and its stockholders (other than any affiliated stockholders) and what action, if any, should be taken with respect to any potential transaction, including but not limited to recommending not to proceed with any potential transaction, (iv) if advisable, negotiate (or direct the negotiation) and recommend that Charter enter into any and all definitive agreements with respect to any potential transaction and approve any actions or agreements and other documents as the Charter special committee deems advisable, (v) if advisable, recommend to the Charter Board any actions or determinations with respect to any potential transaction that are required by law to be taken or made by the full Charter Board or are not within the scope of the Charter special committee’s powers and authority, (vi) review and comment upon any and all documents and other instruments used in connection with any potential transaction, including any and all materials to be filed with the SEC and other governmental and non-governmental persons and entities, and (vii) take all other actions that may, in the judgment of the Charter special committee, be deemed necessary, appropriate or advisable to assist the Charter special committee in carrying out its responsibilities, in each case as, in a manner and at such time as the Charter special committee shall determine to be appropriate and desirable; provided that the final approval of any potential transaction (and the documents implementing the same) shall be subject to the further approval of the Charter Board. In addition, the Charter Board resolved not to approve a potential transaction involving Liberty Broadband or any alternative thereto without a prior favorable recommendation of the Charter special committee. W. Lance Conn, Kim C. Goodman, John D. Markley, Jr. and Carolyn J. Slaski were appointed to serve as members of the Charter special committee. Mr. Markley was designated as the chair of the Charter special committee. The Charter Board determined, subject to confirmation by the Charter special committee, that no member of the Charter special committee had any conflicts or relationships that would interfere with their service on the Charter special committee. Thereafter, each of such directors was separately interviewed by representatives of Wachtell Lipton for conflicts and relationships, and the Charter special committee was made aware of all findings and determined, following discussion, that all such directors were independent and disinterested and could serve on the Charter special committee. Later, on August 20, 2024, in consideration of the time and effort required of members of the Charter special committee in evaluating and negotiating the transaction documents, and the transactions contemplated thereby, the Charter Board (with the members of the Charter special committee abstaining) determined that the members of the Charter special committee would each receive a retainer fee of $20,000 (provided that the chair of the Charter special committee would instead receive a retainer fee of $40,000) and a meeting fee of $2,000 (provided that the chair of the Charter special committee would instead receive a meeting fee of $3,000) per meeting in excess of six meetings until the closing of the combination for their services in carrying out their duties as members of the Charter special committee.

On August 1, 2024, Liberty Broadband management engaged J.P. Morgan to evaluate a potential business combination with Charter.

On August 5, 2024, the Charter special committee held a meeting with representatives of Wachtell Lipton to discuss preliminary considerations and appropriate transaction process in connection with evaluating a potential transaction involving Liberty Broadband. At this meeting, the Charter special committee approved retaining Wachtell Lipton as its legal advisor due to its extensive industry experience and special committee experience, as well as its prior roles as counsel to the unaffiliated Charter directors, as well as Charter, in the negotiation of the Time Warner Cable and Bright House Networks transactions, and its role in prior negotiations with Liberty Broadband concerning Liberty Broadband’s participation in the Charter share repurchase program. The Charter special committee reviewed the independence of Wachtell Lipton, including its conflict-of-interest checks, and determined that Wachtell Lipton was independent from Liberty Broadband and Messrs. Malone and Maffei for purposes of advising the Charter special committee. At the August 5 meeting, the Charter special committee and representatives of Wachtell Lipton also discussed the mandate of the Charter special committee, the Charter Board and their respective advisors in connection with a potential transaction involving Liberty Broadband. Representatives of Wachtell Lipton presented to the Charter special committee an overview of the fiduciary

duties and additional considerations that likely would apply in connection with the exploration of a potential transaction involving Liberty Broadband. In addition, the Charter special committee and representatives of Wachtell Lipton discussed certain initial transaction considerations, including whether a potential transaction should, in addition to (i) the condition that it be negotiated by, and subject to the approval of, the Charter special committee, be subject to (ii) a non-waivable condition that such potential transaction be approved by the holders of a majority of the voting power of the outstanding shares of Charter not held by Liberty Broadband or any other interested parties (the conditions set forth in (i) and (ii) are hereinafter referred to as the “procedural conditions”). Following this discussion, the Charter special committee determined that more information was needed regarding the structure of the potential transaction, including input from a financial advisor, to evaluate whether any potential transaction would be conditioned on the procedural conditions, but the Charter special committee’s preliminary view was that it would make sense to commit to these procedural conditions before any negotiations began. Also at this meeting, the Charter special committee determined to recommend to the Charter Board the appointment of David C. Merritt to the Charter special committee.

On August 6, 2024, the Liberty Broadband Board executed a unanimous written consent authorizing the formation of a special committee of the Liberty Broadband Board, comprised of John E. Welsh III and Julie D. Frist (the “Liberty Broadband special committee”), who were determined to be independent of, and not affiliated with, Mr. Malone, Charter or any of their respective affiliates, and not to have an interest in the potential sale of Mr. Malone’s shares of Liberty Broadband common stock or any other matter related thereto that is different from, or in addition to, the interests of the stockholders of Liberty Broadband (excluding Mr. Malone and his affiliates). The Liberty Broadband special committee was empowered to, among other things, (1) determine whether to consider and/or pursue an acquisition of some or all of Mr. Malone’s shares of Liberty Broadband common stock, (2) consider, evaluate, review, communicate and negotiate (or direct the communications or negotiations), reject, approve and/or authorize on behalf of Liberty Broadband, the terms and conditions of the possible acquisition of some or all of Mr. Malone’s shares of Liberty Broadband common stock that may be offered for sale, and (3) determine whether the possible acquisition of Mr. Malone’s shares of Liberty Broadband common stock that may be offered for sale is advisable and fair to, and in the best interests of, Liberty Broadband and its stockholders (or any subset thereof, as determined by the Liberty Broadband special committee). In addition, the Liberty Broadband Board resolved not to authorize, approve or take any action in respect of a potential sale involving Mr. Malone’s shares of Liberty Broadband common stock without a prior favorable recommendation thereof from the Liberty Broadband special committee.

Also on August 6, the Charter Board approved by unanimous written consent the appointment of Mr. Merritt to the Charter special committee and determined, subject to confirmation by the Charter special committee, that Mr. Merritt did not have any conflicts or relationships that would interfere with his service on the Charter special committee. Thereafter, Mr. Merritt was interviewed by representatives of Wachtell Lipton for conflicts and relationships, and the Charter special committee was made aware of all findings and determined, following discussion, that Mr. Merritt was independent and disinterested and could serve on the Charter special committee.

In early August 2024, Messrs. Malone and Winfrey had a high-level conversation concerning Mr. Malone’s and Liberty Broadband’s strategic priorities and interest in a transaction with Charter. Mr. Malone indicated that he was focused on evaluating strategic alternatives to (i) enhance liquidity of the Liberty Broadband common stock, (ii) reduce the net asset value discount at which Liberty Broadband was trading relative to the price of Charter shares and (iii) simplify Liberty Broadband’s equity capital structure, among other things. Mr. Malone discussed at a high-level potential transaction structures, including the possibility that Charter would buy Mr. Malone’s shares of Liberty Broadband common stock or combine with Liberty Broadband, in each case, subject to the requisite corporate approvals, and considerations relating to such alternatives. Mr. Winfrey reported this discussion with Mr. Malone to the Charter special committee.

Also in early August 2024, Mr. Malone mentioned to Mr. Zinterhofer that Mr. Malone would be willing to support a transaction pursuant to which Liberty Broadband would share with Charter a portion of the Liberty Broadband net asset value discount that is attributable to tax inefficiencies in the Liberty Broadband structure, which Mr. Malone estimated at approximately 15% of net asset value. Mr. Zinterhofer reported these discussions to Messrs. Winfrey and Markley, and Mr. Markley subsequently advised the Charter special committee of the same. Messrs. Winfrey and Maffei also spoke by phone, and Mr. Maffei confirmed Mr. Malone’s willingness to support a transaction in which Liberty Broadband would share the net asset value discount with Charter.

On August 7, 2024, Messrs. Markley and Newhouse spoke and Mr. Newhouse asked to be kept up to date on a regular basis during the conversations as it would make for a smoother process later if and when approvals of A/N and its designated directors were required.

On August 8, 2024, the Charter special committee held a meeting at which Mr. Winfrey and representatives of Wachtell Lipton were present. Mr. Winfrey reported discussions to date with Messrs. Malone and Maffei. Mr. Winfrey also summarized Charter management’s preliminary views on the potential benefits that could be realized through a combination with Liberty Broadband, including the fact that the combination would represent a large scale share buyback at a discount to net asset value, which would be accretive to Charter stockholders, as well as the potential risks if Mr. Malone were to pursue an alternative transaction with a third party buyer, which could include a private equity firm or a strategic buyer purchasing Mr. Malone’s shares in Liberty Broadband with a relatively modest amount of capital and thereby gaining substantial influence on, and potentially board representation at, Charter, and which third party buyer may not have the best long-term interests of the Charter public stockholders in mind.

On August 12, 2024, the Charter special committee met with representatives of Wachtell Lipton to review, among other things, Charter’s current governance arrangements, including the existing stockholders agreement, and the potential implications of a transaction with Liberty Broadband for such arrangements.

On August 15, 2024, the Charter special committee held a meeting at which representatives of Wachtell Lipton were present. The Charter special committee determined, after meeting with and considering Centerview and other potential financial advisors, to engage Centerview as its financial advisor due to its extensive industry experience and special committee experience, qualifications and reputation, as well as its familiarity with Charter and Charter’s business, and its prior role as independent financial advisor to a special committee of the Charter Board. The Charter special committee reviewed the independence of Centerview, including Centerview’s relationship disclosure provided to the Charter special committee orally in advance of the meeting, and which was subsequently confirmed in writing, which disclosed (i) Centerview’s work and compensation in respect of advising the special committee of the board of directors of TripAdvisor, Inc. and (ii) that, since January 1, 2022, Centerview had not otherwise (a) been engaged on a fee-paying basis to perform financial advisory work for Liberty Broadband, Mr. Malone, Mr. Maffei or other entities identified as having significant relationships with Liberty Broadband, Mr. Malone or Mr. Maffei or (b) received any fees from any of such persons. The Charter special committee determined that (i) such relationships did not interfere with Centerview’s ability to provide financial advisory services to the Charter special committee and (ii) Centerview was independent from Liberty Broadband and Messrs. Malone and Maffei for purposes of advising the Charter special committee. At the meeting, Mr. Markley also provided an update on his recent conversations with Mr. Winfrey, and the Charter special committee continued discussing the potential benefits and other considerations relating to a potential transaction with Liberty Broadband.

On August 16, 2024, Mr. Malone indicated to Mr. Winfrey that, with respect to overall objectives for a transaction, the focus was less on liquidity in the near term and more on a clear path to eventual liquidity for the Liberty Broadband stockholders, which could include potentially entering into a transaction with Charter that could close on a delayed basis to accommodate any requisite regulatory approvals and de-levering transactions and to either allow time for Liberty Broadband to divest the GCI business or allow Charter sufficient time to consider options and potentially divest the GCI business, as well as to ensure an orderly transition of governance and ownership to the benefit of the public stockholders. Mr. Winfrey reported this discussion to Mr. Markley. On August 17, 2024, Mr. Malone sent an email to Messrs. Winfrey, Zinterhofer and Maffei further to the August 16 discussions in which he expressed a preference to include GCI in the transaction. Mr. Malone also discussed the de-levering transactions that could take place at Liberty Broadband during the pendency of the transaction, including whether it would make sense for Liberty Broadband to continue participating in Charter’s buyback program during such time. Mr. Winfrey shared this e-mail with Mr. Markley.

Also on August 17, representatives of Wachtell Lipton spoke with Renee Wilm, Chief Legal Officer and Chief Administrative Officer of Liberty Broadband, and informed her that, although Charter had not yet determined to move forward with a transaction with Liberty Broadband, the Charter special committee had determined that if a potential combination were pursued by Charter, it would need to be subject to the procedural conditions at Charter and that, while a final decision had not been made, the Charter special committee also expected to require that the transaction would be subject to comparable procedural conditions at Liberty Broadband.

On August 19, 2024, the Charter special committee held a meeting at which representatives of each of Wachtell Lipton and Centerview were present. The Charter special committee discussed potential next steps with respect to the evaluation of a potential transaction. At the meeting, the Charter special committee also determined that a potential transaction with Liberty Broadband ought to be subject to the procedural conditions.

In late August, Charter management and representatives of each of Wachtell Lipton, Centerview and Citi, acting as financial advisor to Charter, held meetings at which they discussed potential transaction structures, diligence process and relevant selected public transaction precedents, including prior Liberty transactions. Citi noted that the selected public Liberty transaction precedents, which consisted of SiriusXM, Expedia and DirectTV, ranged from a premium to net asset value, in the case of DirectTV, to a low single-digit discount in the case of Expedia, with the most recent of such transactions, SiriusXM, completed at no discount to net asset value.

On August 22, 2024, Wachtell Lipton delivered an initial high priority due diligence request list, prepared by Charter with input from its advisors, to Liberty Broadband.

On August 26, 2024, Liberty Broadband delivered an initial draft of a customary mutual non-disclosure agreement to Wachtell Lipton. Over the next several days, the parties negotiated a mutually acceptable non-disclosure agreement.

Also on August 26, the Charter special committee held a meeting, which was attended by Jessica Fischer, Chief Financial Officer of Charter, Jamal Haughton, Executive Vice President, General Counsel and Corporate Secretary of Charter, and representatives of each of Wachtell Lipton and Centerview. At this meeting, Ms. Fischer presented Charter management’s preliminary views on a potential collapse transaction with Liberty Broadband, including that it would be beneficial to delay closing of such a transaction to allow sufficient time for Liberty Broadband to pay down its debt and dispose of GCI prior to closing, as well as to ensure an orderly transition of governance and ownership to the benefit of the public stockholders. Following the departure of Ms. Fischer and Mr. Haughton from the meeting, Centerview presented preliminary financial analysis of Liberty Broadband based on publicly available information, reviewing the historical discount to Liberty Broadband’s net asset value at which Liberty Broadband Series C common stock had been trading. Centerview also reviewed with the Charter special committee various potential alternatives with respect to a transaction with Liberty Broadband, including the possibility of maintaining the status quo or pursuing a collapse transaction with all of Liberty Broadband. With regard to a collapse with Liberty Broadband, the Charter special committee and its advisors discussed the potential for Charter to take advantage of the net asset value discount, which could be accretive to Charter stockholders and also increase liquidity in Charter shares and reduce complexity in Charter’s corporate structure. The Charter special committee also discussed the alternatives with respect to the treatment of the GCI business in a potential transaction, which would need to be subject to further due diligence. The Charter special committee and its advisors also discussed the fact that from Liberty Broadband’s perspective, a collapse with Charter could be attractive to Liberty Broadband because it presented a unique tax-efficient solution for Liberty Broadband’s gain on Charter shares, which a third party acquirer would not be able to provide, provided greater liquidity for Liberty Broadband’s stockholders and resulted in less overhead expense for the combined company. Following deliberations and based on other considerations discussed at this and prior meetings, the Charter special committee determined to focus on evaluating a potential transaction to acquire all of Liberty Broadband, and directed representatives of Wachtell Lipton to begin the due diligence process with Charter management and Charter’s and the Charter special committee’s advisors. Representatives of Centerview also discussed with the Charter special committee the terms of select precedent transactions completed in recent years and key considerations in structuring a collapse transaction with Liberty Broadband, including potential alternatives with respect to the amount and form of the consideration (including the use of a fixed exchange ratio versus an exchange ratio based on a fixed discount to net asset value) and the treatment of GCI. The Charter special committee discussed with its advisors the strategy for engagement with Liberty Broadband, including next steps for due diligence, refining the financial analysis and formulating a preliminary proposal to be submitted to Liberty Broadband.

On August 27, 2024, the Liberty Broadband Board held a meeting. At the meeting, Ms. Wilm notified the Liberty Broadband Board that the Charter special committee was considering a potential acquisition of all the outstanding shares of Liberty Broadband capital stock and that an offer from the Charter special committee was expected to condition any such transaction on Liberty Broadband implementing conditions comparable to the procedural conditions. Due to the fact that the Liberty Broadband special committee was not then empowered to consider or evaluate a transaction involving the acquisition of all outstanding shares of Liberty Broadband capital

stock, the Liberty Broadband Board considered whether to expand the powers of the Liberty Broadband special committee in anticipation of receiving a potential offer from the Charter special committee that would be conditioned upon the approval and recommendation of the Liberty Broadband special committee and approval of a majority of the unaffiliated Liberty Broadband stockholders. The Liberty Broadband Board determined it was advisable and in the best interests of Liberty Broadband and its stockholders to expand the powers and authority of the Liberty Broadband special committee to, among other things, pursue (and, if applicable, review, negotiate and evaluate) a potential sale of all outstanding shares of Liberty Broadband capital stock or any alternative thereto. The Liberty Broadband Board approved the expansion of the Liberty Broadband special committee’s powers and authority pursuant to a unanimous written consent of the Liberty Broadband Board executed on August 28, 2024.

On August 29, 2024, Charter and Liberty Broadband entered into the non-disclosure agreement, and on September 4, 2024, Liberty Broadband gave Charter management and its advisors access to a virtual data room, which included materials responsive to the August 22 high-priority due diligence request list. Over the next few weeks, Charter management, Charter’s advisors and the Charter special committee’s advisors sent follow-up due diligence request lists to Liberty Broadband and conducted due diligence on Liberty Broadband.

Also on August 29, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview. At this meeting, the attendees continued their discussions regarding Liberty Broadband’s net asset value and reasons for the discount, and the key terms that could be included in an initial proposal to Liberty Broadband, including the amount and form of the consideration (including the use of a fixed exchange ratio versus an exchange ratio based on a fixed discount to net asset value), the treatment of GCI, capital allocation matters and other structuring and timing matters.

On September 5, 2024, the Charter special committee held a meeting at which representatives of each of Wachtell Lipton and Centerview were present. Representatives of Centerview discussed with the Charter special committee the potential structure and terms of a transaction with Liberty Broadband, including potential alternatives with respect to the amount and form of the consideration (including the use of a fixed exchange ratio versus an exchange ratio based on a fixed discount to net asset value), the treatment of GCI, capital allocation matters and other structuring and timing matters. The Charter special committee and its advisors discussed the benefits and drawbacks of using a fixed exchange ratio versus a fixed discount to net asset value, and considered that all relevant precedent collapse transactions had used a fixed exchange ratio.

On September 6, 2024, Charter management and representatives of each of Wachtell Lipton, Centerview and Citi held a meeting at which representatives of Citi reviewed certain preliminary information and data regarding Liberty Broadband. Over the next several days, Centerview engaged in further discussions with Charter management and Citi on the financial model to better understand their view and assumptions with regard to a potential transaction with Liberty Broadband.

In early September 2024, in conversations with Messrs. Winfrey and Markley, Mr. Newhouse expressed support for the potential transaction in concept, subject to understanding the actual economic terms. Subsequently, from September through the signing of the merger agreement, Messrs. Winfrey and Markley continued to keep Mr. Newhouse regularly apprised of the status of the potential transaction.

On September 9, 2024, the Charter special committee held a meeting at which representatives of each of Wachtell Lipton and Centerview were present. Mr. Markley and representatives of each of Wachtell Lipton and Centerview met in person at Wachtell Lipton’s offices, and others joined telephonically. Mr. Markley informed the Charter special committee of his and Mr. Winfrey’s conversations with Mr. Newhouse. At this meeting, the Charter special committee and its advisors continued their discussions of the potential terms of a transaction, including the benefits thereof to Charter stockholders, and Charter management’s views on such terms.

On September 10, 2024, Wachtell Lipton delivered a draft of an initial proposal letter to Liberty Broadband to Mr. Markley and thereafter, with Mr. Markley’s permission, Charter management and representatives of Centerview, for input. Over the next several days, Wachtell Lipton revised the draft letter to reflect feedback from Mr. Markley, Charter management and Centerview.

On September 12, 2024, the Charter special committee held a meeting at which Mr. Winfrey, Ms. Fischer and Mr. Haughton, as well as representatives of each of Wachtell Lipton and Centerview were present. Prior to Charter management joining the meeting, representatives of Centerview reviewed the illustrative strategic

rationale and related considerations of pursuing a collapse transaction at that time, both from Charter’s perspective and from Liberty Broadband’s perspective. Representatives of Centerview also discussed with the Charter special committee the potential structure and terms of a transaction with Liberty Broadband, including potential alternatives with respect to the amount and form of the consideration (including the use of a fixed exchange ratio versus an exchange ratio based on a fixed discount to net asset value) and timing matters. At the Charter special committee’s invitation, Mr. Winfrey, Ms. Fischer and Mr. Haughton joined the meeting to elaborate on Charter management’s views on the transaction. Mr. Winfrey reiterated that the discount to net asset value at which Liberty Broadband was trading was at an all-time high and that a transaction with a delayed timeline to close would preserve the benefits to Charter of having ample time to reduce aggregate debt and resolve the disposition of GCI and/or manage regulatory processes with the Federal Communications Commission if necessary, as well as ensure an orderly transition of governance and ownership to the benefit of the public stockholders. Mr. Winfrey informed the Charter special committee that the investor community has long expected that Charter and Liberty Broadband may collapse the structure and that Mr. Malone has more recently made his intentions known to the investor community. Mr. Winfrey also discussed other considerations, including the risks to Charter of Mr. Malone or Liberty Broadband pursuing alternative transactions, and noted that in his view offering an exchange ratio to Liberty Broadband that implies a discount to net asset value in the range of 11% to 13% would set a constructive tone for further negotiation. With regard to GCI, Mr. Winfrey stated that the transaction would be meaningful to Charter whether or not GCI is included. He expressed a preference for Liberty Broadband to divest GCI prior to closing but ultimately the issue was open to discussion because GCI is a small piece of the overall deal. Ms. Fischer then presented Charter management’s preference for using a fixed exchange ratio, noting that a fixed exchange ratio was market standard, easy to understand, less complicated to negotiate and would allow Charter to resume its share buyback program earlier than if a fixed discount to net asset value was used.

Later in the day on September 12, the Charter special committee held another meeting with representatives of each of Wachtell Lipton and Centerview to reflect on Charter management’s input and continue discussions of the terms of a potential transaction for purposes of formulating an initial proposal to Liberty Broadband. The Charter special committee did not come to a final view on what to propose to Liberty Broadband.

On September 13, 2024, representatives of Wachtell Lipton shared a revised draft of an initial proposal letter with the Charter special committee, reflecting input from Mr. Markley, Charter management and Centerview.

On September 14, 2024, the Charter special committee held a meeting at which representatives of each of Wachtell Lipton and Centerview were present. Mr. Markley informed the Charter special committee that A/N had filed a Form 4 after market closing on September 13 to report its participation in Charter’s buybacks, and that the market was now aware that Charter had not recently been in the market buying shares back, which could lead to speculation about a potential transaction. Mr. Markley also reported his conversations with Messrs. Newhouse, Winfrey and Zinterhofer on the issue. At this meeting, the Charter special committee discussed with its advisors the illustrative value creation for Charter and its stockholders at different exchange ratios and reviewed the terms of recent precedent collapse transactions to inform their initial proposal to Liberty Broadband. The Charter special committee determined that to the extent Charter can capture any discount to net asset value in its negotiations with Liberty Broadband, the transaction would be accretive to Charter stockholders. The Charter special committee met in executive session and determined parameters for the offer, which would be in the form of a fixed exchange ratio, and delegated to Mr. Markley the authority to finalize the proposal letter to Liberty Broadband on its behalf.

Over the next day, Mr. Markley had several conversations with representatives of each of Wachtell Lipton and Centerview to finalize the proposal letter. The final letter proposed that Liberty Broadband stockholders would receive 0.228 shares of Charter common stock per share of Liberty Broadband common stock, which represented a premium of approximately 27% to the unaffected price of Liberty Broadband stock as of the close of market on September 13, 2024 and a discount of approximately 10.9% to Liberty Broadband’s net asset value (based on the Charter special committee’s and Centerview’s preliminary calculation of Liberty Broadband’s net asset value). The offer was predicated on certain assumptions, including (i) that Liberty Broadband would dispose of GCI prior to completion of the transaction, along with the associated debt, with such disposition to be effected through a sale or a spin-off subject to further review (or alternatively, that Charter and Liberty Broadband would discuss terms for a transaction including GCI), (ii) the continuation of Charter’s share buyback program, from time to time in Charter’s discretion and subject to customary blackout periods, as it has in the

past, except that Liberty Broadband’s participation would be limited to a modest amount required to remain approximately cash flow breakeven, (iii) the assumption or repayment by Charter of the net debt of Liberty Broadband at closing, and (iv) certain modifications to the current governance arrangements between Charter and Liberty Broadband to ensure an arms-length process until closing. The letter further contemplated that the transaction would occur on June 30, 2027 or earlier on the basis of a 60-day notice delivered by Charter if all approvals have been obtained, and that the transaction would be subject to certain conditions, including (a) completion of confirmatory due diligence review of business, financial, tax, human resources and legal matters, (b) receipt of required regulatory approvals (including HSR), (c) the procedural conditions, and (d) that the transaction would be subject to approval by the full Charter Board, including a majority of the directors designated by A/N.

On September 15, 2024, Mr. Winfrey, with the approval and at the direction of the Charter special committee, delivered the initial proposal letter (the “September 15 Charter Proposal”) to Messrs. Malone and Maffei, on behalf of Liberty Broadband. The full text of the September 15 Charter Proposal is reproduced below.

On September 15, 2024, Messrs. Maffei, Zinterhofer, Markley and Winfrey discussed the September 15 Charter Proposal, and specifically the treatment of GCI, expected timing of closing and clarifications of the terms of the proposal.

On September 16, 2024, Messrs. Malone and Winfrey further discussed the September 15 Charter Proposal. Mr. Winfrey advised Mr. Markley of this conversation. Also on September 16, 2024, Liberty Broadband management consulted with J.P. Morgan regarding the terms of the September 15 Charter Proposal.

On September 19, 2024, representatives of each of Charter management, Centerview, Citi and Wachtell Lipton convened to discuss diligence to date regarding GCI.

On September 22, 2024, Messrs. Malone and Zinterhofer spoke, and Mr. Malone advised that it was his expectation that Liberty Broadband would be making a counterproposal to the September 15 Charter Proposal containing certain terms, subject to the approval of the Liberty Broadband Board. Mr. Zinterhofer subsequently reported the conversation to Messrs. Winfrey and Markley.

On September 23, 2024, the Liberty Broadband Board held a meeting, during which Liberty Broadband management reviewed the terms of the September 15 Charter Proposal. It was noted that, contrary to prior expectations, the September 15 Charter Proposal was not expressly conditioned on comparable procedural conditions at Liberty Broadband. During the meeting, Mr. Malone advised the Liberty Broadband Board that he intended to engage in discussions regarding the potential combination of Liberty Broadband and Charter and that he was not engaging in discussions relating to a sale of solely his shares of Liberty Broadband common stock. Mr. Malone also confirmed that he would not seek a premium for his shares of Liberty Broadband Series B common stock. In light of the September 15 Charter Proposal and the terms thereof and Mr. Malone’s confirmations as described above, the Liberty Broadband Board disbanded the Liberty Broadband special committee (subject to the Liberty Broadband Board’s authority to reconstitute the Liberty Broadband special committee should doing so prove necessary or advisable), with the expectation of the Liberty Broadband Board being that Messrs. Malone and Maffei and other members of Liberty Broadband management would continue negotiations for a potential transaction with Charter. During such meeting, Liberty Broadband management also reviewed a proposed response to the September 15 Charter Proposal, which included GCI in the transaction and

fixed the exchange ratio at 0.290 shares of Charter common stock for each share of Liberty Broadband common stock. Liberty Broadband management noted that the proposed response also provided that the transaction would be subject to the approval of a majority of the Liberty Broadband stockholders unaffiliated with Mr. Malone and his affiliates. Liberty Broadband management also reviewed with the Liberty Broadband Board the expected timing of any potential combination with Charter, noting that the proposed response would contemplate a June 30, 2027 closing, consistent with the September 15 Charter Proposal, subject to the parties’ ability to advance the date of closing upon their respective mutual agreement. The Liberty Broadband Board approved the proposed response and directed Liberty Broadband management to execute and deliver the same to Charter.

Also on September 23, Messrs. Maffei and Winfrey discussed the importance to Liberty Broadband of including GCI in the transaction, and Mr. Maffei stated that Liberty Broadband planned to issue a press release following the submission of its counterproposal.

That same day, Liberty Broadband delivered a letter to Mr. Winfrey with its counterproposal (the “September 23 Liberty Broadband Proposal”). The letter proposed a fixed exchange ratio of 0.290 shares of Charter common stock for each share of Liberty Broadband common stock, and that Charter would acquire GCI as part of the transaction. The letter otherwise agreed with the assumptions and other considerations set forth in the September 15 Charter Proposal. The letter also provided that the transaction would be subject to the approval of the Liberty Broadband Board, the approval of the requisite Liberty Broadband stockholders and the approval of a majority of the Liberty Broadband stockholders unaffiliated with Mr. Malone and his affiliates. Along with the letter, Liberty Broadband issued a press release on September 23 to announce that it had submitted a counterproposal to Charter, and filed a Schedule 13D/A with the SEC disclosing both the September 15 Charter Proposal and the September 23 Liberty Broadband Proposal. The full text of the September 23 Liberty Broadband Proposal is reproduced below.

Later on September 23, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview to discuss the September 23 Liberty Broadband Proposal. Representatives of Centerview discussed that the September 23 Liberty Broadband Proposal represented a 7.4% premium to Liberty Broadband’s net asset value, including GCI (based on the Charter special committee’s and Centerview’s preliminary calculation of Liberty Broadband’s net asset value). After discussion, the Charter special committee determined that (x) they would like to obtain a value improvement in future rounds of negotiation relative to the September 23 Liberty Broadband Proposal and (y) they did not have sufficient information to evaluate fully the proposal given the lack of alignment on GCI and the fact that Charter had only conducted preliminary, high-level due diligence on GCI under the assumption that it would be excluded from the transaction. The Charter special committee directed Charter management, together with Charter’s and the Charter special committee’s advisors, to conduct further diligence on GCI to better understand its value and risks to Charter before determining how and whether to respond to Liberty Broadband. The Charter special committee also instructed Mr. Markley to solicit Mr. Winfrey’s feedback on the September 23 Liberty Broadband Proposal.

On September 25, 2024, Mr. Markley contacted Mr. Winfrey to update him on the Charter special committee’s desire for a value improvement to the September 23 Liberty Broadband Proposal. Mr. Winfrey expressed agreement with this objective and further noted that Charter management’s assessment of net asset value likely differed from Liberty Broadband’s and that the bid-ask on the discount spread was to be expected in any opening proposal from Liberty Broadband. Messrs. Markley and Winfrey also discussed the treatment of GCI and the additional diligence that would be required to evaluate potential courses of action.

Also on September 25, representatives of each of Charter management, Wachtell Lipton, Centerview, Citi, Liberty Broadband management, O’Melveny & Myers LLP, legal counsel to Liberty Broadband (“O’Melveny”), and J.P. Morgan held a call to understand Liberty Broadband’s perspective on the calculation of Liberty Broadband’s net asset value.

On September 25 and September 26, Mr. Malone spoke to Mr. Zinterhofer to discuss the offer and clarify its terms, particularly as to whether GCI would be acquired by Charter as part of the transaction. Mr. Zinterhofer relayed these discussions to Mr. Winfrey who then relayed the discussions to Mr. Markley.

On September 26, 2024, the Charter special committee held a meeting with representatives of Wachtell Lipton to continue their evaluation of the September 23 Liberty Broadband Proposal. Mr. Markley updated the attendees on his recent conversation with Messrs. Winfrey and Zinterhofer.

On September 30, 2024, the Charter special committee held a meeting, at which Ms. Fischer, Mr. Haughton and Jeff Murphy, Senior Vice President, Corporate Finance and Development of Charter, as well as representatives of each of Wachtell Lipton and Centerview were present. During this meeting, Charter management presented its preliminary views of the GCI business based on diligence conducted to date. Charter

management noted that their preference would still be to exclude GCI. Following this presentation, Charter management left the meeting, and the Charter special committee and its advisors continued the discussions regarding the treatment of GCI, the exchange ratio offered in the September 23 Liberty Broadband Proposal, and initial analyst and stock market reactions to the public disclosure by Liberty Broadband of the potential transaction. Representatives of Centerview presented a preliminary financial analysis of the September 23 Liberty Broadband Proposal, including an illustrative calculation of Charter’s initial 0.228 proposed exchange ratio with adjustments to include GCI in the transaction based on various assumptions provided by Charter management, to facilitate a more direct comparison between the September 23 Liberty Broadband Proposal and the September 15 Charter Proposal. Representatives of Centerview also reviewed Liberty Broadband’s calculation of Liberty Broadband’s net asset value. The Charter special committee and its advisors discussed multiple different transaction structures that could be proposed to Liberty Broadband, and compared the advantages and disadvantages of maintaining their previous position of excluding GCI from the transaction, as well as the possibility of agreeing to include GCI in the transaction at an appropriate multiple.

On October 2, 2024, Messrs. Malone and Zinterhofer discussed Charter’s preference to exclude GCI from the transaction and provide for Liberty Broadband to divest GCI prior to closing, and Mr. Malone agreed to support this preference, with the understanding that the same would be subject to the consideration and approval of the Liberty Broadband Board. Mr. Zinterhofer reported the conversation to Messrs. Winfrey and Markley, and Mr. Markley then shared the development with the Charter special committee and its advisors.

On October 3, 2024, representatives of each of Centerview and Wachtell Lipton met with representatives of each of J.P. Morgan and O’Melveny to discuss the treatment of Liberty Broadband’s outstanding debt in connection with the proposed transaction.

Later that day, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview to continue discussing the terms of a potential response to Liberty Broadband, in light of the exclusion of GCI. Representatives of Centerview presented a preliminary financial analysis of Liberty Broadband’s counterproposal, including with respect to an illustrative calculation of Liberty Broadband’s proposed exchange ratio of 0.290, with illustrative adjustments to exclude of GCI from the transaction based on various assumptions provided by Charter management, including with respect to the tax consequences of a GCI spin-off, to facilitate the Charter special committee’s evaluation of the counterproposal. The Charter special committee considered that the willingness to exclude GCI from the transaction, subject to the consideration and approval by the Liberty Broadband Board, was a positive development and determined to submit a counterproposal to Liberty Broadband to demonstrate their willingness to work constructively toward agreement, but that the revised exchange ratio should reflect only a modest increase relative to their initial proposal of 0.228, with the expectation that there would be further negotiations with Liberty Broadband and that any discount to net asset value would be accretive to the Charter stockholders. The Charter special committee met in executive session and determined parameters for the counteroffer, and delegated to Mr. Markley the authority to finalize the proposal letter on their behalf, in coordination with representatives of each of Centerview and Wachtell Lipton.

Over the next two days, Mr. Markley prepared a draft of a response letter with input from representatives of each of Centerview and Wachtell Lipton, and sought input from Messrs. Winfrey and Zinterhofer on such drafts.

On October 5, 2024, with approval from the Charter special committee, Mr. Winfrey delivered a response letter to Liberty Broadband, reflecting an exchange ratio of 0.231 shares of Charter common stock for each share of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband Series C common stock, and excluding GCI (the “October 5 Charter Proposal”). The revised exchange ratio implied a premium of approximately 25.5% to the unaffected closing price of Liberty Broadband Series C common stock on September 23, 2024 and a discount to net asset value of approximately 9.6% based on the unaffected closing price of Charter Class A common stock on September 23, 2024 (based on the Charter special committee’s and Centerview’s preliminary calculation of Liberty Broadband’s net asset value). The October 5 Charter Proposal also provided that Liberty Broadband would refinance certain of its outstanding debt after receipt of stockholder approvals for the transaction, and that Charter would otherwise assume or repay the net debt of Liberty Broadband at closing. Charter also reiterated that the transaction would close on June 30, 2027 or earlier if mutually agreed, and that the transaction would be subject to the conditions set forth in its initial letter, including the procedural conditions. The full text of the October 5 Charter Proposal is reproduced below.

That same day, Mr. Winfrey spoke to Mr. Malone to advise that the October 5 Charter Proposal had been made and reiterate the terms, including the implied net asset value discount, the treatment of GCI and the treatment of Liberty Broadband’s margin loan and exchangeable debentures. Mr. Winfrey indicated to Mr. Malone that a meaningful move from Liberty Broadband in its next response would be constructive. Mr. Malone mentioned that he expected Liberty Broadband’s response to request that Charter authorize the election for a step-up in the basis of GCI in a spin-off, and that Liberty Broadband might make a $5 million restricted stock unit grant in connection with coming executive employment agreement negotiations. Mr. Winfrey subsequently reported the conversation to Messrs. Markley and Zinterhofer, and representatives of Charter management and Wachtell Lipton.

On October 10, 2024, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview. Representatives of Wachtell Lipton presented for discussion a summary of a possible initial draft merger agreement and a term sheet describing possible amendments to the stockholders agreement among Charter, Liberty Broadband and A/N and to the letter agreement between Charter and Liberty Broadband relating to Liberty Broadband’s participation in Charter’s share buybacks. The Charter special committee discussed with its advisors the existing provisions relating to Liberty Broadband’s board nomination and committee appointment rights, ownership and voting caps and standstill restrictions, and possible amendments in connection with the proposed transaction, including to address the fact that Liberty Broadband’s more limited participation in Charter’s buybacks during the interim period would be expected to cause Liberty Broadband to exceed the ownership cap.

On October 11, 2024, the Liberty Broadband Board held a meeting with members of Liberty Broadband management and representatives of J.P. Morgan to discuss the October 5 Charter Proposal and Liberty Broadband’s proposed response, taking into account the implied ownership for the holders of Liberty Broadband common stock in pro forma Charter and the implied value creation to the holders of Liberty Broadband common stock and, at the direction of, and based on guidance from, Liberty Broadband management, the estimated tax leakage of excluding GCI from the transaction and the implied discount to net asset value of including and excluding such leakage. The Liberty Broadband Board discussed with Liberty Broadband management and its advisors the terms of a counterproposal, including a proposed exchange ratio of 0.2541 shares of Charter common stock for each share of Liberty Broadband common stock, the exclusion of GCI from the transaction (by way of a spin-off to Liberty Broadband stockholders) and certain tax consequences associated therewith. The Liberty Broadband Board approved the proposed response to the October 5 Charter Proposal as described at the meeting and directed Liberty Broadband management to execute and deliver the same to Charter.

Later on October 11, Liberty Broadband delivered a letter (the “October 11 Liberty Broadband Letter”), the full text of which is reproduced below. The October 11 Liberty Broadband Letter proposed an exchange ratio of 0.2541, assuming exclusion of GCI from the transaction, and that the divestiture of GCI would occur by means of a taxable spin-off to Liberty Broadband’s stockholders, with Charter assuming the corporate-level tax liability arising from the spin-off.

On October 14, 2024, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview to discuss the October 11 Liberty Broadband Letter. Representatives of each of Wachtell Lipton and Centerview provided an update on the status of due diligence. Representatives of Centerview then presented a preliminary financial analysis of the counterproposal in the October 11 Liberty Broadband Letter, including to account for the proposed assumption by Charter of any corporate-level tax liability arising from the GCI spin-off based on various assumptions provided by Charter management, including relating to the potential corporate tax liability arising from the spin-off of GCI, to facilitate a more direct comparison between the October 11 Liberty Broadband Letter and the October 5 Charter Proposal. The Charter special committee evaluated with its advisors alternatives for addressing the tax liability, including the possibility of rejecting Charter’s assumption of the tax liability, accepting Charter’s assumption of the tax liability or allocating the tax liability between the parties through a tax receivables agreement, and the benefits and drawbacks of each alternative. The Charter special committee also considered the implied discounts to net asset value and value creation for Charter stockholders at different exchange ratios. The Charter special committee expressed a desire to obtain a better exchange ratio than was included in Liberty Broadband’s counterproposal, which implied only a modest discount to net asset value (assuming the Charter special committee’s and Centerview’s preliminary calculation of Liberty Broadband’s net asset value). The Charter special committee encouraged Mr. Markley to convey this reaction to Messrs. Winfrey and Zinterhofer to further relay to Liberty Broadband to help to obtain an improvement in Liberty Broadband’s proposal.

On October 15, 2024, Mr. Markley contacted Messrs. Winfrey and Zinterhofer to share the Charter special committee’s reaction to the October 11 Liberty Broadband Letter and that the Charter special committee was not motivated to respond to such proposal absent further conversations between the parties and their advisors to bridge the gap between the Charter special committee’s perspective on net asset value, on the one hand, and Liberty Broadband’s perspective on net asset value, on the other hand. Mr. Markley understood that either or both of Messrs. Winfrey and Zinterhofer would convey the same to Liberty Broadband.

On October 16, 2024, Mr. Maffei called Mr. Winfrey to inquire about the Charter special committee’s next steps on the October 11 Liberty Broadband Letter. Mr. Winfrey communicated to Mr. Maffei that the Charter special committee was considering its potential next step and he would await direction from the Charter special committee. Mr. Winfrey subsequently reported the conversation to Messrs. Markley and Zinterhofer and representatives of Charter management and Wachtell Lipton.

Between October 16 and October 22, 2024, certain members of Charter and Liberty Broadband management and their and the Charter special committee’s respective advisors participated in due diligence calls relating to various aspects of Liberty Broadband and its subsidiaries’ businesses.

On October 17, 2024, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview to continue discussing the October 11 Liberty Broadband Letter and alternatives for allocating the tax liability. Mr. Markley also reported his conversation with Messrs. Winfrey and Zinterhofer. Following discussion and deliberation, the Charter special committee determined that they would not make a

counterproposal and that they would signal that intention to Liberty Broadband in order to obtain an improved offer. The Charter special committee concluded that a discussion with Mr. Malone could convey the Charter special committee’s reaction to the October 11 Liberty Broadband Letter.

On October 18, 2024, Messrs. Conn and Winfrey further discussed the Charter special committee’s reaction to the October 11 Liberty Broadband Letter.

On October 19, 2024, Mr. Malone called Mr. Zinterhofer to inquire about the status of the Charter special committee’s review. Mr. Winfrey joined the call and he and Mr. Zinterhofer informed Mr. Malone that the Charter special committee would not be moving quickly to counter until it had gathered further information. Mr. Malone indicated that he continued to be of the view that it would be beneficial to advance the transaction and suggested that he would be supportive of a transaction with an exchange ratio of 0.236, but only as a final offer, with GCI excluded from the transaction and Charter bearing the corporate-level tax arising from the spin-off, but it was understood that the Liberty Broadband Board would need to review and consider the same.

That same day, Mr. Malone confirmed his support via email to Messrs. Winfrey, Markley and Zinterhofer.

Later on October 19, Mr. Markley updated the Charter special committee and representatives of each of Wachtell Lipton and Centerview regarding recent discussions and discussed potential next steps.

Over the next two days, representatives of Centerview held discussions with Charter management and representatives of Citi regarding the calculation of Liberty Broadband’s net asset value. Centerview’s calculation of Liberty Broadband’s net asset value, based on information provided by Liberty Broadband management, as well as adjustments thereto made by Charter management, and approved for use by the Charter special committee for purposes of Centerview’s financial analyses, is hereinafter referred to as the “contribution net asset value.”

On October 21, 2024, representatives of O’Melveny contacted representatives of Wachtell Lipton to advise that the Liberty Broadband Board was expected to be supportive of the 0.236 exchange ratio on the terms discussed with Mr. Malone on October 19.

Later on October 21, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview to review the latest discussions with Liberty Broadband. Representatives of Centerview presented a preliminary financial analysis of the proposed 0.236 exchange ratio, including based on the contribution net asset value. After discussion, the Charter special committee agreed that the revised exchange ratio represented a significant concession from Liberty Broadband and observed that the implied discount to net asset value was favorable to Charter and would create substantial increase in equity value to unaffiliated Charter stockholders. The Charter special committee determined that it was in the best interests of Charter and the Charter Disinterested Stockholders to support the 0.236 exchange ratio, subject to final resolution of other transaction terms, and directed Mr. Markley to communicate its decision to Mr. Malone. The Charter special committee also instructed representatives of Wachtell Lipton to finalize the draft merger agreement on the terms previously discussed and approved by the Charter special committee, with Mr. Markley’s oversight and input from Charter management, and to share such draft with O’Melveny.

Later that day, Mr. Markley sent an email to Mr. Malone, copying Messrs. Winfrey and Zinterhofer, to communicate the Charter special committee’s position (the “October 21 Markley Email”).

On October 22, 2024, the Liberty Broadband Board met with members of Liberty Broadband management and representatives of J.P. Morgan to discuss the October 21 Markley Email. Liberty Broadband management provided an update on the status of negotiations to date. J.P. Morgan discussed with the Liberty Broadband Board the 0.236 exchange ratio, a comparison of Charter’s October 21st proposal compared to Liberty Broadband’s October 11th proposal, the implied ownership for the holders of Liberty Broadband common stock in pro forma Charter and the implied value creation to the holders of Liberty Broadband common stock and, at the direction of, and based on guidance from, Liberty Broadband management, the estimated tax leakage of excluding GCI from the transaction and the implied discount to net asset value of including and excluding such leakage. The Liberty Broadband Board confirmed its support of the Charter special committee’s position as set forth in the October 21 Markley Email, subject to the negotiation of definitive written agreements.

On October 23, 2024, on behalf of the Charter special committee, Wachtell Lipton sent O’Melveny an initial draft of the merger agreement.

On October 24, 2024, members of Charter and Liberty Broadband management met to discuss the potential terms of Liberty Broadband’s participation in Charter’s share buybacks during the pendency of the transaction, including the frequency, price and tax implications of such buybacks. They also discussed the potential terms of an unwind mechanism should the merger agreement be terminated and the transaction not be consummated. Liberty Broadband expressed reluctance to sell Charter shares in a manner that would potentially be taxable.

Later that day, on behalf of the Charter special committee, Wachtell Lipton sent O’Melveny an initial draft of the Malone voting agreement, pursuant to which, subject to certain conditions, certain trusts and entities affiliated with Mr. Malone would agree to vote their voting shares of Liberty Broadband, representing approximately 48.5% of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the merger agreement and the approval of the transactions contemplated thereby, and against any action or proposal in favor of any alternative transaction. The Malone voting agreement also included restrictions on transfers of shares of Liberty Broadband voting stock, restrictions on conversions of shares of high-vote Liberty Broadband Series B common stock into shares of low-vote Liberty Broadband Series A common stock or no-vote Liberty Broadband Series C common stock and a waiver of any appraisal rights to which the holders may be entitled pursuant to applicable law in connection with the merger. The Malone voting agreement provided for expense reimbursement for the stockholders in connection with the negotiation and preparation of the agreement, including any HSR filing fees, subject to a cap to be agreed.

Over the next several days, Wachtell Lipton discussed with Charter management and Mr. Markley the possible terms of an amendment to the existing stockholders agreement among Charter, Liberty Broadband and A/N, and the existing letter agreement between Charter and Liberty Broadband. The amendment set forth proposed terms of Liberty Broadband’s participation in Charter’s buyback program during the pendency of the transaction, including the quantum, price, timing and use of proceeds from such buybacks, as well as an unwind mechanism in the event of termination of the merger agreement. In addition, the proposed amendment contemplated certain changes to the existing governance arrangements at Charter.

On October 25, 2024, members of Liberty Broadband management and O’Melveny discussed the initial draft of the merger agreement delivered by Wachtell Lipton to O’Melveny, including, among other terms and provisions, (i) the proposed treatment of Liberty Broadband’s outstanding equity awards in the merger, (ii) the provision governing the conduct of Liberty Broadband’s business during the period between signing and closing, (iii) the divestiture of GCI through a spin-off, (iv) the treatment of Liberty Broadband’s outstanding indebtedness, (v) the scope of the representations and warranties, (vi) the conditionality to the merger, (vii) the provisions governing the rights of the parties during the period between signing and receipt of the stockholder vote to seek and entertain potential topping bids and to change their recommendation in response to such potential topping bids or other intervening events, and (viii) the need for Charter to enter into additional ancillary agreements, including joinders to the tax sharing agreement and indemnification agreement to which Liberty Broadband is a party and which agreements were entered into in connection with the GCI split-off, a letter agreement with Liberty Media and related parties to terminate existing services agreements with Liberty Broadband effective at the closing, and certain other agreements. In addition, members of Liberty Broadband management and O’Melveny also discussed having Mr. Malone and certain of his affiliated trusts and entities enter into the Malone exchange side letter, providing for the exchange of certain of his shares of Liberty Broadband Series B common stock into Liberty Broadband Series C common stock concurrent with the closing of the GCI divestiture such that no set of holders comprised of five or fewer individuals, estates or trusts will collectively own (within the meaning of Section 1563(d)(2) of the Code) more than nineteen percent (19%) of the voting power of Liberty Broadband, in support of the tax benefits associated with a step-up in basis of the GCI assets at the time of a proposed spin-off of GCI.

On October 29, 2024, Wachtell Lipton provided an update to the Charter special committee via email on the status of transaction documents and next steps, noting that Liberty Broadband had indicated that they would like to sign and announce a transaction by November 14, 2024.

On the same day, representatives of each of Charter management, Citi, Centerview and Wachtell Lipton met to discuss Charter management’s proposed revised approach to buybacks from Liberty Broadband during the pendency of the transaction, including the quantum, price, timing and use of proceeds from such buybacks. Under the revised approach, in lieu of Charter buying back from Liberty Broadband only the minimum amount necessary to fund Liberty Broadband’s ongoing cash deficits and to avoid tax leakages prior to closing, as

previously contemplated, Charter would buy back a monthly amount of at least $100 million (or, at its election, loan such funds to Liberty Broadband), and Liberty Broadband would commit to using such funds to repay its outstanding debt in accordance with the terms and funds flow set forth in the agreement. The revised approach was designed to facilitate Liberty Broadband fully repaying its outstanding debt by the closing, and would allow the parties to reduce accretion in Liberty Broadband’s ownership of Charter above the existing cap and reduce the excess amount above the cap that would need to be addressed in the event the transaction is not consummated. Additionally, Charter management believed that the two approaches to buybacks would be neutral to Charter stockholders in terms of value creation, and that the primary difference between the approaches was how the balance sheets of Charter and Liberty Broadband would be managed during the interim period. Representatives of each of Charter management, Citi, Centerview and Wachtell Lipton also discussed the treatment of GCI, including the possibility of allowing Liberty Broadband to dispose of GCI via a sale in lieu of a spin-off, the tax treatment of the divestiture and other considerations.

On October 31, 2024, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview to discuss the latest status of the transaction documents and open issues. Representatives of Centerview reported to the Charter special committee that Charter management was considering a revised approach with respect to Liberty Broadband’s participation in share repurchases during the pendency of the transaction. The Charter special committee requested that Centerview review the revised approach to buybacks to determine whether it would have an impact on the value to Charter stockholders. Representatives of Centerview then left the meeting, and representatives of Wachtell Lipton reviewed with the Charter special committee various terms of the proposed transaction, including certain terms of the initial draft merger agreement and draft Malone voting agreement sent to O’Melveny, and Charter management’s latest thinking on the treatment of GCI and share buybacks.

Later that day, Mr. Haughton and Ms. Wilm and representatives of each of Wachtell Lipton and O’Melveny held a call to discuss the status of transaction documents, timing of announcing a transaction and preliminary considerations relating to share repurchases and the treatment of GCI. Mr. Haughton also communicated a request for Mr. Maffei to enter into a voting agreement on terms consistent with the Malone voting agreement.

Over the next several days, representatives of Wachtell Lipton and Charter management discussed the separation principles for the GCI spin-off, including the timing of the spin-off, the allocation of assets and liabilities of GCI, certain tax matters relating to the spin-off, including the maximum cash tax liability that Charter would be willing to assume in connection with the spin-off and the treatment of tax liabilities in excess of such maximum amount.

On November 2, 2024, O’Melveny provided a revised draft of the merger agreement to Wachtell Lipton, which included, among other modifications, (i) a change to the proposed treatment of Liberty Broadband’s outstanding equity awards, pursuant to which Liberty Broadband’s stock options would convert into comparable Charter options at the closing (with appropriate adjustments to the number of shares underlying such options and exercise price to account for the exchange ratio) in lieu of accelerating such options and converting them into merger consideration, (ii) the revision of certain covenants governing the conduct of Liberty Broadband’s business during the period between signing and closing to increase flexibility for Liberty Broadband, and the deletion of restrictions on the conduct of GCI during such period, (iii) a request for the parties to discuss a potential sale of GCI to a third party in lieu of a spin, and certain other changes to the covenants relating to the GCI divestiture, (iv) the revision of certain covenants governing the treatment of Liberty Broadband’s outstanding indebtedness, (v) the deletion of representations and warranties with respect to GCI, (vi) the deletion of certain conditions to closing of the transaction, including a condition to each party’s obligation to close the combination that no material adverse effect have occurred and be continuing with respect to the other party, and a condition for the benefit of Charter that Charter have received a tax opinion with respect to the U.S. federal tax consequences of the transaction, (vii) changes to the provisions that govern the rights of the parties during the period between signing and receipt of the stockholder vote to seek and entertain potential topping bids and to change their recommendation in response to such potential topping bids or other intervening events, and (viii) a requirement that Charter enter into additional ancillary agreements, including joinders to the tax sharing agreement and indemnification agreement to which Liberty Broadband is a party, as well as joinders to certain agreements entered into in connection with the GCI split-off, a letter agreement with Liberty Media and related parties to terminate existing services agreements with Liberty Broadband effective at the closing, and certain other agreements.

Also on November 2, Skadden, tax counsel to Liberty Broadband, delivered to Wachtell Lipton drafts of the Liberty Broadband and Charter tax opinion representation letters.

On November 3, 2024, representatives of each of Wachtell Lipton and Charter management met to discuss the revised draft merger agreement.

On November 4, 2024, representatives of each of Wachtell Lipton and O’Melveny held a call to discuss the markup of the merger agreement sent by O’Melveny. That same day, Messrs. Winfrey and Markley met to review issues in the revised merger agreement and discuss potential responses to Liberty Broadband on such issues.

Later that day, the Charter special committee held a meeting with representatives of each of Centerview and Wachtell Lipton. Representatives of Centerview presented a preliminary financial analysis of the differences between Charter management’s initial proposal with respect to share buybacks from Liberty Broadband during the interim period and Charter management’s proposed revised approach to buybacks. The revised approach held the leverage ratio constant but not the level of public buybacks. They reviewed Charter management’s rationale for the revised approach, including that the increased buybacks would facilitate Liberty Broadband repaying all of its outstanding debt prior to closing and would reduce the accretion in Liberty Broadband’s ownership in Charter during the interim period (therefore limiting the position that would need to be addressed if the merger agreement were terminated). They also noted that Charter management believed the buybacks could be done in a tax efficient manner, that the revised approach would present interest savings for the combined company at closing as Charter could borrow on more preferential rates than Liberty Broadband and that management preferred, all else equal, to reduce Liberty Broadband’s debt as much as possible by the closing. Representatives of Centerview preliminarily observed that the difference between the two approaches in terms of value creation for Charter stockholders appeared to be small, but that Centerview would need to further discuss with Charter management its assumptions and operating plans for the interim period to refine its analysis. Representatives of Centerview then left the meeting, and representatives of Wachtell Lipton provided an update to the committee on the status of the documentation and the material issues in the markup of the merger agreement provided by O’Melveny.

Also on November 4, Wachtell Lipton received a revised draft of the Malone voting agreement. Among other changes, Mr. Malone requested indemnification for claims arising out of the Malone voting agreement and the merger agreement with regard to any potential liability arising in connection with the signatories’ capacity as stockholders, subject to certain exceptions. Additionally, the Malone voting agreement provided that in the event the Liberty Broadband Board changed its recommendation as a result of an intervening event or a superior proposal and Charter did not elect to terminate the merger agreement, the stockholder signatories would be required to vote shares representing only 33.37% of the combined voting power of Liberty Broadband in favor of the transaction, and any excess shares above such threshold would be voted as determined by such stockholders.

From November 5 through 7, 2024, representatives of Centerview met with Charter management on multiple occasions to discuss the revised share repurchase proposal, including Charter management’s assumptions and operating and balance sheet plans for the interim period. Charter management walked through a schedule of the planned share repurchases and use of proceeds by Liberty Broadband to repay its outstanding debt and redeem its exchangeable debentures over the course of the 2.5 years until closing.

On November 5, 2024, O’Melveny delivered to Wachtell Lipton a draft of an assumption and joinder agreement to the existing tax sharing agreement between Qurate Retail, Liberty Broadband and Grizzly Merger Sub, pursuant to which Charter would become jointly and severally responsible for Liberty Broadband’s obligations and liabilities, and entitled to exercise and enforce Liberty Broadband’s rights, under the tax sharing agreement. O’Melveny also delivered to Wachtell Lipton a draft of an assumption and joinder agreement to the existing indemnification agreement between Liberty Broadband, Grizzly Merger Sub, LV Bridge, LLC, Qurate Retail and Liberty Interactive LLC, pursuant to which Charter would become jointly and severally responsible for Liberty Broadband’s obligations and liabilities, and entitled to exercise and enforce Liberty Broadband’s rights, under the indemnification agreement.

On November 6, 2024, O’Melveny delivered to Wachtell Lipton a draft of a letter agreement to be entered into between Charter, Liberty Broadband and Liberty Media and certain related entities, which provided for the termination of the existing services agreement, aircraft time sharing agreements and facilities sharing agreement between Liberty Broadband, Liberty Media and related entities effective as of the closing of the transaction, as

well as a draft of a side letter agreement to be entered into between Charter, Liberty Broadband and Liberty Media, which provided for the assignment by Charter to Liberty Media of all rights in and to, and control over, certain protected and privileged information of Liberty Broadband, effective as of the closing of the transaction. Skadden also delivered to Wachtell Lipton a draft of proposed tax separation principles relating to the GCI spin-off.

Also on November 6, O’Melveny delivered to Mr. Malone’s legal counsel an initial draft of the Malone exchange side letter. Between November 6, 2024 and November 12, 2024, O’Melveny and Mr. Malone’s legal counsel discussed and exchanged drafts of the Malone exchange side letter, including to update the Malone exchange side letter to incorporate certain amendments to, and a waiver under, the Malone exchange agreement.

Also on November 6, Messrs. Winfrey and Markley met with Mr. Malone to discuss the key business issues in the merger agreement, including (i) the treatment of Liberty Broadband’s equity awards in the transaction, (ii) the structure, terms and timing of a GCI divestiture, including whether such divestiture would occur via a spin-off or a sale to a third party, and Charter’s request that to the extent that the cash tax payable by Liberty Broadband in connection with the spin-off exceeds an agreed threshold, GCI would pay Charter for 100% of the tax benefit arising from the additional tax gain corresponding to any cash tax payable in excess of such threshold under principles similar to a tax receivables agreement, (iii) limitations on Liberty Broadband’s and GCI’s ability to grant additional equity awards and make other changes to benefit plans, and (iv) the structure and terms of Liberty Broadband’s participation in Charter’s buybacks in a tax efficient manner and in an amount of at least $100 million per month to pay down Liberty Broadband’s debt between signing and closing. The parties reached preliminary agreement on certain terms, including that the outstanding Liberty Broadband stock options would be cancelled and converted into Charter common stock at the time of closing, as initially proposed by Charter, rather than rolling into comparable Charter options, and that Liberty Broadband would not grant additional equity awards during the interim period except for $5 million in restricted stock unit awards and no restrictions on its ability to grant restricted stock unit awards to GCI employees that will convert into GCI awards in connection with the spin-off. With respect to the GCI divestiture, Mr. Malone agreed that he would be supportive of the divestiture occurring via a spin-off rather than a cash sale, subject to agreement on the principles of the separation, and that he would be willing to consider supporting a tax receivables agreement for any cash tax payable above an agreed threshold. The parties understood that each would continue considering the discussed provisions. Following the meeting, Messrs. Winfrey and Markley reported the discussion to Charter management and representatives of each of Citi, Centerview and Wachtell Lipton.

Later that day, on behalf of the Charter special committee, Wachtell Lipton sent revised drafts of the merger agreement and the Malone voting agreement to O’Melveny. The revised merger agreement reflected the terms discussed among Messrs. Markley, Winfrey and Malone with regard to equity awards and GCI, and included, among other modifications (i) the reinsertion of a material adverse effect condition to closing, (ii) an exception to the Charter no-shop obligation for certain excluded alternative proposals that would not prevent the consummation of the proposed transaction with Liberty Broadband, and (iii) limitations on Liberty Broadband and GCI operations during the period between signing and closing. The revised Malone voting agreement eliminated the ratchet-down provision applicable to the voting commitment in the event the Liberty Broadband Board changed its recommendation in favor of the deal, and narrowed Liberty Broadband’s (and, following the closing, Charter’s) obligation to indemnify Mr. Malone. Wachtell Lipton also delivered to O’Melveny an initial draft of the separation principles governing the GCI spin-off, which defined the allocation of assets and liabilities of GCI and treatment of certain other matters customarily addressed in public company taxable spin-offs. Among other things, the separation principles provided that all assets used or held for use solely or primarily in, and all liabilities to the extent arising out of or relating to, the conduct of the GCI business, whether accruing or arising prior to, on or after the effective time of the GCI spin-off, would be allocated to GCI. With respect to tax matters, the separation principles provided that to the extent that the cash tax payable by Liberty Broadband in connection with the spin-off exceeds $400 million, GCI would pay Charter for 100% of the tax benefit arising from the additional tax gain corresponding to any cash tax payable in excess of $400 million under principles similar to a tax receivables agreement. Wachtell Lipton also sent to O’Melveny an initial draft of the stockholders and letter agreement amendment. The proposed amendment included (i) terms of the interim share repurchases from Liberty Broadband, including that Charter would repurchase shares in an amount up to $100 million per month from Liberty Broadband, or alternatively, under certain circumstances, Charter would lend money to Liberty Broadband, (ii) restrictions on the use of proceeds by Liberty Broadband, including a requirement that such proceeds be segregated and used to pay down its debt, (iii) an unwind provision in the

event the merger agreement were terminated and Liberty Broadband’s ownership of Charter accreted above 30%, (iv) a requirement that Liberty Broadband forfeit its right under the existing stockholders agreement to appoint a Liberty Broadband director to the Compensation and Benefits Committee of the Charter Board and cause the resignation of Mr. Maffei from such committee concurrently with signing, and (v) a requirement that Liberty Broadband forfeit certain special consent rights under the existing stockholders agreement during the pendency of the transaction.

On November 7, 2024, members of Liberty Broadband management and representatives of O’Melveny met to discuss the revised draft merger agreement and the Malone voting agreement, the initial draft of the separation principles governing the GCI spin-off and the initial draft of the stockholders and letter agreement amendment.

Also on November 7, the Charter special committee met with representatives of each of Wachtell Lipton and Centerview to discuss the latest status of negotiations with Liberty Broadband and the transaction documentation. Mr. Markley reported his and Mr. Winfrey’s most recent discussion with Mr. Malone, including the concessions made by Liberty Broadband regarding treatment of equity awards and spin-off of GCI, and the discussions around a possible tax receivables agreement for any cash tax payable in connection with the GCI spin-off above an agreed threshold, the structure of the interim share repurchases and the unwind provision, which Mr. Malone and Liberty Broadband were continuing to review. Representatives of Centerview presented additional preliminary analyses regarding Charter management’s revised proposal on share repurchases between signing and closing, including an illustrative comparison of the value creation to Charter stockholders under both approaches to repurchases based on various assumptions provided by Charter management. It was noted that the revised proposal was approximately value-neutral versus the initial proposal. Members of the Charter special committee agreed that the revised approach would mitigate risk to Charter because it would reduce the number of excess shares above Liberty Broadband’s current 26% ownership cap that would need to be addressed in the event the merger did not close as well as reduce the amount of debt outstanding at Liberty Broadband in the event the merger did close. The Charter special committee also considered that the revised approach would facilitate the ability to manage the pro forma balance sheet and debt structure of the combined company. Following deliberation and discussion, members of the Charter special committee indicated their support for the revised approach to repurchases. The Charter special committee reviewed with its advisors the potential quantum of tax liability associated with a GCI spin-off, and following discussion, the Charter special committee expressed their desire to continue to push for a tax receivables agreement for any cash tax payable in excess of $400 million. Representatives of Wachtell Lipton then briefed the Charter special committee on the key business issues discussed with Mr. Malone and certain other terms under negotiation with Liberty Broadband’s counsel in the various transaction documents. The Charter special committee instructed representatives of Wachtell Lipton to continue to advance the transaction documents with O’Melveny.

Following the Charter special committee meeting, on behalf of the Charter special committee, Wachtell Lipton sent to O’Melveny an initial draft of the certificate of designations that would govern the terms of the Charter rollover preferred stock to be issued if the potential transaction is consummated. The draft certificate of designations mirrored the terms of the existing Liberty Broadband preferred stock.

On November 8, 2024, Mr. Haughton and Ms. Wilm and representatives of each of Wachtell Lipton and O’Melveny held a meeting to discuss the key open issues in the transaction documents.

Later that day, representatives of Charter’s and Liberty Broadband’s respective finance teams held a meeting to review the proposed terms of the share repurchases during the interim period, the use of proceeds of such repurchases to repay Liberty Broadband’s debt and the expected accretion in Liberty Broadband’s ownership in Charter during the pendency of the transaction. They discussed, among other things, the schedule and quantum of monthly repurchases by Charter to permit Liberty Broadband to repay all of its outstanding debt by the closing and maintain a minimum liquidity threshold required to fund its operations. Over the next few days, Charter and Liberty Broadband management continued to negotiate the terms of the repurchases and use of proceeds.

Also on November 8, 2024, the Liberty Broadband Board, together with representatives of Liberty Broadband’s management, reviewed a presentation on the financial and legal terms of the combination and discussed the history of the negotiations with the Charter special committee, as well as the remaining open issues between the parties. During the meeting, the Liberty Broadband Board considered the advantages and disadvantages of the combination and the reasons for completing the same on the terms outlined to the Liberty

Broadband Board. At the conclusion of the discussion, the Liberty Broadband Board authorized Liberty Broadband’s management to proceed with the negotiations towards finalizing a set of proposed definitive transaction documents and to provide an update as soon as practicable.

On November 10, 2024, O’Melveny delivered revised drafts of the Malone voting agreement, the merger agreement, the separation principles, the stockholders and letter agreement amendment and the certificate of designations of the preferred stock. The revised Malone voting agreement reinstated the ratchet-down provision for Mr. Malone’s voting commitment, such that if the Liberty Broadband Board changed its recommendation in favor of the transaction and Charter elected not to terminate the merger agreement, Mr. Malone would be required to vote in favor of the transaction shares representing only 33.37% of the aggregate voting power of Liberty Broadband minus the voting power represented by the shares subject to the Maffei voting agreement. The revised Malone voting agreement also proposed a $200,000 cap on the reimbursement of Mr. Malone’s expenses, with such cap to exclude any HSR filing fees. O’Melveny also delivered an initial draft of the Maffei voting agreement, which substantially mirrored the terms of the Malone voting agreement, except for the ratchet-down provision. The revised merger agreement included, among other modifications, changes to the timing of the GCI spin-off, pursuant to which Liberty Broadband would control such timing so long the spin-off is completed by the closing, changes to the timing and mechanics relating to the treatment of Liberty Broadband’s exchangeable debentures and other financing-related covenants, and increased flexibility for the operation of Liberty Broadband’s and GCI’s respective businesses. The revised separation principles accepted the request for a tax receivables agreement, but proposed increasing the threshold of tax liability above which such agreement would apply from $400 million to $420 million in cash tax payable in connection with the GCI spin-off. The revised stockholders and letter agreement amendment generally reflected the recent discussions between the parties on terms including regarding share repurchases, including that Charter would repurchase shares from Liberty Broadband in a monthly amount equal to the greater of $100 million and a minimum liquidity amount intended to ensure that Liberty Broadband has sufficient cash to pay its cash liabilities, and that Charter could determine to lend the money to Liberty Broadband in lieu of repurchases on specified terms (which loan would have to be repaid within six months in the event the merger does not close), and provided that Liberty Broadband would be required to use proceeds within six months to make payments on its debt.

That same day, Charter management and Wachtell Lipton met to review the key open issues presented by the revised drafts. Representatives of Wachtell Lipton then updated Mr. Markley and sought his views regarding these open issues. Following these calls, Mr. Haughton and Ms. Wilm and representatives of each of Wachtell Lipton and O’Melveny held a call to discuss the latest markups.

Later on November 10, on behalf of the Charter special committee, Wachtell Lipton delivered revised drafts of the various transaction agreements to O’Melveny, and O’Melveny delivered to Wachtell Lipton an initial draft of the Liberty Broadband disclosure letter.

On November 11, 2024, J.P. Morgan entered into a formal engagement letter with Liberty Broadband and provided a relationship disclosure letter to the management of Liberty Broadband, which provided customary relationship disclosures with respect to Liberty Broadband, Liberty Media, Charter and Advance Publications, Inc.

On November 11, 2024, Wachtell Lipton shared with O’Melveny an initial draft of the Charter disclosure letter.

That same day, the Charter special committee held a meeting with representatives of each of Wachtell Lipton and Centerview. At the Charter special committee’s invitation, Ms. Fischer joined for a portion of the meeting to walk the committee through Charter management’s proposed schedule of monthly share repurchases from Liberty Broadband and the use by Liberty Broadband of proceeds to redeem its exchangeable debentures and repay other debt during the pendency of the deal, and noted that the proposed schedule was designed to allow Charter management to manage the balance sheet and debt structure of the pro forma combined company. Ms. Fischer explained that Charter may elect to extend a loan to Liberty Broadband in lieu of repurchases under certain circumstances, which loan would have to be repaid within six months in the event the merger does not close. Ms. Fischer also noted that Liberty Broadband had requested that in the event of a termination of the transaction, Liberty Broadband’s ownership cap under the stockholders agreement would be reset to equal its equity interest at the time of termination, and Liberty Broadband would not be required to sell down to the existing 26% cap. Ms. Fischer explained that Charter management would be comfortable with this request given

that Liberty Broadband’s ownership would be expected to accrete modestly under the revised share repurchase model, Charter management would have the ability to control buybacks from third parties, and Liberty Broadband would continue to be subject to the existing voting cap. Following the departure of Ms. Fischer from the meeting, representatives of Centerview presented Centerview’s preliminary financial analyses of the transaction, including that, as of November 11, 2024 and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken, based on the unaffected closing price of Charter Class A common stock on September 23, 2024 and after giving effect to the tax assumed to result from the disposition of GCI, the proposed exchange ratio implied a 7.2% discount to Liberty Broadband’s net asset value based on the contribution net asset value. The members of the Charter special committee also discussed that Charter was expected to (i) issue 34 million shares of Charter Class A common stock in the transaction based on the number of fully diluted shares of Liberty Broadband outstanding and (ii) acquire the 45.6 million shares of Charter Class A common stock held by Liberty Broadband, resulting in a net decrease of 11.6 million shares of Charter Class A common stock outstanding. The Charter special committee also reviewed Centerview’s updated relationship disclosure letter provided to the Charter special committee in advance of the meeting, which was generally consistent with Centerview’s relationship disclosure provided in August 2024; the Charter special committee determined that such disclosure letter did not change the Charter special committee’s determination regarding Centerview’s independence for purposes of advising the Charter special committee. Representatives of Wachtell Lipton then reviewed with the Charter special committee their fiduciary duties under Delaware law in considering a potential transaction with Liberty Broadband, a summary of the process of the Charter special committee to date, and changes in the relevant transaction documents since the last meeting of the Charter special committee. Representatives of Wachtell Lipton noted that the parties were working to finalize the agreements over the next day and the Charter special committee and full Charter Board would reconvene the following day to review and approve the final documents. The Charter special committee indicated its general support for the contemplated terms of the transaction.

Also on November 11, the Liberty Broadband Board met, with members of Liberty Broadband management and representatives of Potter Anderson present. Liberty Broadband management explained that, in connection with the GCI divestiture, Mr. Malone and his affiliates would exchange certain shares of Liberty Broadband Series B common stock for shares of Liberty Broadband Series C common stock to support the tax benefits associated with a step-up in basis of the GCI assets at the time of a GCI spin-off. In addition, Liberty Broadband management summarized the proposed amendments to and waiver under the Malone exchange agreement, and counsel summarized the requisite approval for the amendments and waiver and certain fiduciary considerations associated therewith. In addition, Liberty Broadband management provided an update on the status of negotiations.

Over the course of the day on November 11 and the morning of November 12, the final open issues in the merger agreement and the other transaction documents were resolved. From the time at which the initial draft agreements were distributed through the execution of the agreements, Charter management and Wachtell Lipton kept A/N and Paul, Weiss, Rifkind, Wharton & Garrison LLP, its legal counsel (“Paul Weiss”), updated regarding the status of such negotiations and shared drafts of all transaction documentation with A/N and Paul Weiss.

On November 12, the Charter special committee and representatives of each of Centerview and Wachtell Lipton reconvened the previous day’s meeting. At the meeting, representatives of Centerview presented Centerview’s financial analyses of the transaction, then Centerview rendered to the Charter special committee its oral opinion, which was subsequently confirmed by delivery of a written opinion addressed to the Charter special committee dated November 12, 2024 that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to Charter, as described in more detail in “The Combination—Opinion of the Charter Special Committee’s Financial Advisor” and Annex J. Also at that meeting, representatives of Wachtell Lipton reviewed with the Charter special committee the key updates to the transaction agreements since the previous day’s meeting and the proposed resolutions to approve the transaction. After discussion, the Charter special committee determined that all material open issues had been resolved in a manner satisfactory to the Charter special committee and in the best interests of the stockholders of Charter. The Charter special committee unanimously (i) approved the transaction documents and the transactions contemplated thereby and determined

that the transaction documents and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, including the Charter Disinterested Stockholders, and (ii) recommended that the Charter Board approve and declare advisable the transaction documents and the transactions contemplated thereby, direct that the share issuance and the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Charter stockholders for approval and resolve to recommend that the Charter stockholders approve the share issuance and the merger agreement and the transactions contemplated thereby, including the merger.

Following the meeting of the Charter special committee, the Charter Board held a meeting. At the meeting, representatives of Citi reviewed and discussed Citi’s financial analyses with respect to the proposed combination. Thereafter, at the request of the Charter Board, Citi rendered its oral opinion to the Charter Board (which was subsequently confirmed in writing by delivery of Citi’s written opinion dated the same date) as to, as of November 12, 2024 and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Citi as set forth in its written opinion, the fairness, from a financial point of view, to Charter of the exchange ratio set forth pursuant to the merger agreement, as described in more detail in “The Combination—Opinion of Charter’s Financial Advisor” and Annex K. Wachtell Lipton then reviewed with the Charter Board their fiduciary duties under Delaware law in considering a potential transaction with Liberty Broadband, a summary of the process of the Charter special committee to date, the material terms and conditions of the transaction agreements, and the proposed resolutions to approve the transaction. Based on the unanimous recommendation of the Charter special committee and other factors deemed relevant, the Charter Board unanimously (i) determined that the transaction documents and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, including the Charter Disinterested Stockholders, (ii) approved the transaction documents and the transactions contemplated thereby, (iii) authorized the execution and delivery of the transaction documents and the transactions contemplated thereby, (iv) directed that the share issuance and the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Charter stockholders for approval, and (v) resolved to recommend that the Charter stockholders approve the share issuance and the merger agreement and the transactions contemplated thereby, including the merger.

Also on November 12, 2024, the Liberty Broadband Board received the definitive merger agreement and related transaction documents, together with a summary thereof, and a copy of the written fairness opinion from J.P. Morgan to the effect that, as of the date of such opinion and based on and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the Disinterested Stockholders (as such term is defined in J.P. Morgan’s written opinion), as more fully described below in the section “The Combination—Opinion of Liberty Broadband’s Financial Advisor” and Annex L. The Liberty Broadband Board subsequently executed a unanimous written consent (i) determining that the transaction documents and the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of Liberty Broadband and its stockholders (including the Liberty Broadband Disinterested Stockholders), (ii) approving (including for purposes of Section 203 of the DGCL) and declaring advisable the transaction documents and the transactions contemplated thereby, including the merger, on the terms set forth in the merger agreement and the related ancillary agreements, each as presented to the Liberty Broadband Board, (iii) directing that the merger agreement be submitted to the holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock, and (iv) resolving to recommend that the holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock approve the adoption of the merger agreement. In addition, the Liberty Broadband Board (including the Independent Directors (as defined in the Malone exchange agreement and as determined in good faith by the Liberty Broadband Board)) approved the form and execution of the Malone exchange side letter.

Later that night, Charter and Liberty Broadband executed the merger agreement and the related transaction documents. The following morning, before market open on the Nasdaq, Charter and Liberty Broadband issued a joint press release announcing the transaction and the execution of the merger agreement and the other transaction documents.

The Charter Board unanimously recommends that the Charter stockholders vote “FOR” the Charter merger proposal, “FOR” the share issuance proposal and “FOR” the Charter adjournment proposal.

On August 1, 2024, the Charter Board established the Charter special committee, consisting entirely of independent and disinterested directors of Charter, with exclusive authority to, among other things, (i) investigate, explore and evaluate any potential transaction involving Liberty Broadband and related matters, as well as any potential alternative transactions, (ii) conduct any discussions or negotiations with any party with respect to the terms and conditions of any potential transaction, or direct or terminate any such discussions and negotiations, (iii) determine whether any potential transaction is in the best interests of Charter and its stockholders (other than any affiliated stockholders) and what action, if any, should be taken with respect to any potential transaction, including but not limited to recommending not to proceed with any potential transaction, (iv) if advisable, negotiate (or direct the negotiation) and recommend that Charter enter into any and all definitive agreements with respect to any potential transaction and approve any actions or agreements and other documents as the Charter special committee deems advisable, (v) if advisable, recommend to the Charter Board any actions or determinations with respect to any potential transaction that are required by law to be taken or made by the full Charter Board or are not within the scope of the Charter special committee’s powers and authority, (vi) review and comment upon any and all documents and other instruments used in connection with any potential transaction, including any and all materials to be filed with the SEC and other governmental and non-governmental persons and entities, and (vii) take all other actions that may, in the judgment of the Charter special committee, be deemed necessary, appropriate or advisable to assist the Charter special committee in carrying out its responsibilities, in each case as, in a manner and at such time as the Charter special committee shall determine to be appropriate and desirable; with the final approval of any potential transaction (and the documents implementing the same) subject to the further approval of the Charter Board. In addition, the Charter Board resolved not to approve a potential transaction involving Liberty Broadband or any alternative thereto without a prior favorable recommendation of the Charter special committee.

At a meeting held on November 12, 2024, after extensive consultation with, and acting with the advice of, its own independent legal and financial advisors, the Charter special committee unanimously (i) approved the transaction documents and the transactions contemplated thereby and determined that the transaction documents to which Charter is a party and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, including the Charter Disinterested Stockholders, and (ii) recommended that the Charter Board approve and declare advisable the transaction documents to which Charter is a party and the transactions contemplated thereby, direct that the share issuance and the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Charter stockholders for approval and resolve to recommend that the Charter stockholders approve the share issuance and the merger agreement and the transactions contemplated thereby, including the merger.

The Charter special committee’s recommendation was based on a number of factors, including the following (which are not necessarily presented in order of relative importance):

In reaching its decision to recommend that the Charter stockholders vote to approve the Charter merger proposal and the share issuance proposal, the Charter Board relied on the recommendation of the Charter special committee and consulted with Charter’s legal advisor, Charter’s financial advisor and Charter management. After such discussions, at a meeting held on November 12, 2024, the Charter Board, including at least a majority of (a) the Unaffiliated Directors (as defined in Charter’s amended and restated certificate of incorporation, as amended (the “Charter certificate of incorporation”), and the existing stockholders agreement (as defined herein)) and (b) the directors designated by A/N pursuant to the existing stockholders agreement, acting on the unanimous recommendation of the Charter special committee, unanimously (i) determined that the transaction documents to which Charter is a party and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, including the Charter Disinterested Stockholders, (ii) approved the transaction documents to which Charter is a party and the transactions contemplated thereby, (iii) authorized the execution and delivery of the transaction documents to which Charter is a party and the transactions contemplated thereby, (iv) directed that the share issuance and the merger agreement and the transactions contemplated thereby, including the merger, be submitted to the Charter stockholders for approval, and (v) resolved to recommend that the Charter stockholders approve the share issuance and the merger agreement and the transactions contemplated thereby, including the merger.

The Charter Board’s decision was based on a number of factors, including the following (which are not necessarily presented in order of relative importance):

The Charter special committee and the Charter Board were also mindful of a number of factors that are discussed below relating to the procedural safeguards that they believe were and are present to ensure the fairness of the combination. The Charter special committee and the Charter Board each believe these factors (which are not necessarily presented in order of relative importance) support their determinations and recommendations and provide assurance of the procedural fairness of the combination to the Charter stockholders, including the Charter Disinterested Stockholders:

In the course of its deliberations, the Charter special committee and the Charter Board were also mindful of a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

The Charter special committee and the Charter Board each determined that the risks and potentially negative factors associated with the combination were outweighed by the potential benefits of the combination and each determined that the merger agreement and the other transaction documents to which Charter is a party and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Charter and its stockholders, including the Disinterested Charter Stockholders.

The foregoing discussion of the information and factors considered by the Charter special committee and the Charter Board in reaching their respective conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the Charter special committee and the Charter Board. In view of the wide variety of factors considered in connection with its evaluation of the merger agreement and the other transaction documents and the transactions contemplated thereby, and the complexity of these matters, neither the Charter special committee nor the Charter Board found it practicable to, and each did not attempt to, quantify, rank, or assign any relative or specific weights to the various factors considered in reaching its respective determinations and making its respective recommendations. In addition, individual directors may have given different weights to different factors. The Charter special committee and the Charter Board each considered all of the foregoing factors as a whole and based its respective recommendation on the totality of the information presented.

The foregoing discussion also contains forward-looking statements with respect to future events that may have an effect on Charter’s business, financial condition or results of operations or the future financial performance of the surviving company of the combination. See the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 40 and “Risk Factors” beginning on page 42.

The Liberty Broadband Board unanimously recommends that holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock (including the Liberty Broadband Disinterested Stockholders) vote “FOR” the Liberty Broadband merger proposal and “FOR” the Liberty Broadband adjournment proposal.

Liberty Broadband’s management and the Liberty Broadband Board periodically review the performance of Liberty Broadband to evaluate and respond to strategic opportunities and to determine if changes to its capital structure or other strategic opportunities would better maximize stockholder value. Liberty Broadband’s management and the Liberty Broadband Board believe that a significant trading discount applies to Liberty Broadband capital stock. As a result, and with the view that a combination between Charter and Liberty Broadband’s interest therein would present a mutually beneficial opportunity to rationalize the capital structure of both companies and reduce the trading discount associated with Liberty Broadband common stock, the Liberty Broadband Board has determined to effect a change to Liberty Broadband’s capital structure by implementing the combination. The Liberty Broadband Board determined that the combination is advisable and in the best interests of Liberty Broadband and its stockholders, including the Liberty Broadband Disinterested Stockholders. The Liberty Broadband Board took into account a number of factors (none of which can be guaranteed to occur), when approving the combination, including the following:

The Liberty Broadband Board also considered a variety of risks, uncertainties and other potentially negative factors in its deliberations concerning the combination, including the following (which are not necessarily presented in order of relative importance):

The Liberty Broadband Board evaluated the costs and benefits of the combination as a whole and did not find it necessary to assign relative weights to the specific factors considered. The Liberty Broadband Board concluded, however, that the potential benefits of the combination outweighed, in each case, the potential costs of the combination, and that the combination is necessary, appropriate, advisable and in the best interests of Liberty Broadband and its stockholders. The foregoing discussion of the information and factors considered by the Liberty Broadband Board in reaching its conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the Liberty Broadband Board. In view of the wide variety of factors considered in connection with its evaluation of the merger agreement and the other transaction documents and the transactions contemplated thereby, and the complexity of these matters, the Liberty Broadband Board found it impracticable to, and did not attempt to, quantify, rank, or assign any relative or specific weights to the various factors considered in reaching its determinations and making its recommendations. In addition, individual directors may have given different weights to different factors. The Liberty Broadband Board considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

The foregoing discussion also contains forward-looking statements with respect to future events that may have an effect on Liberty Broadband’s business, financial condition or results of operations or the future financial performance of the surviving company of the combination. See the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 40 and “Risk Factors” beginning on page 42.

On November 12, 2024, Centerview rendered to the Charter special committee its oral opinion, subsequently confirmed in a written opinion dated November 12, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to Charter.

The full text of Centerview’s written opinion, dated November 12, 2024, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex J to this joint proxy statement/prospectus and is incorporated by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex J to this joint proxy statement/prospectus. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Charter special committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of the Charter special committee’s consideration of the transactions, and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to Charter of the exchange ratio provided for pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the transactions, including, without limitation, the structure or form of the transactions, or any other agreements or arrangements contemplated by the merger agreement or entered into by any party to the merger agreement or any other person in connection with or otherwise contemplated by the transactions, or the fairness of the transactions or any other term or aspect of the transactions to, or any consideration to be received in connection therewith by, or the impact of the transactions on, the holders of any class of securities, creditors or other constituencies of Charter, Liberty Broadband or any other party. Centerview’s opinion does not constitute a recommendation to any Charter stockholder or Liberty Broadband stockholder, or to any other person, as to how such stockholder or other person should vote with respect to the transactions or otherwise act with respect to the transactions or any other matter.

The full text of Centerview’s written opinion, which is attached as Annex J to this joint proxy statement/prospectus, should be read carefully in its entirety for a description of the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of each of Charter and Liberty Broadband regarding their assessment of the Charter Internal Data and the Liberty Broadband Internal Data, as appropriate, and the strategic rationale for the transactions. In addition, Centerview conducted such financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with or reviewed by Centerview for purposes of its opinion, and, with the Charter special committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Charter special committee’s direction, that the Charter Internal Data and the Liberty Broadband Internal Data were reasonably prepared on bases reflecting the best currently available estimates and judgments of Charter management and Liberty Broadband management, as applicable, as to the matters covered thereby, and Centerview relied, at the Charter special committee’s direction, on the Charter Internal Data and the Liberty Broadband Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Charter Internal Data, the Liberty Broadband Internal Data or the assumptions on which any of them were based. In addition, at the Charter special committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Charter or Liberty Broadband, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Charter or Liberty Broadband. Centerview assumed, at the Charter special committee’s direction, that the final executed merger agreement would not differ in any respect material to Centerview’s analysis or opinion from the draft merger agreement. Centerview also assumed, at the Charter special committee’s direction, that the transactions will be consummated on the terms set forth in the merger agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification, variance or amendment of any term, condition, agreement or assumption, the effect of which would be material to Centerview’s analysis or opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transactions, no delay, limitation, restriction, condition or other change, including any divestiture requirements or amendments or modifications, will be imposed, the effect of which would be material to Centerview’s analysis or opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of Charter or Liberty Broadband, or the ability of Charter or Liberty Broadband to pay their respective obligations when they come due, or as to the impact of the transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, Charter or Liberty Broadband’s underlying business decision to proceed with or effect the transactions or the relative merits of the transactions as compared to any alternative business strategies or transactions that might be available to Charter or Liberty Broadband or in which either might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date thereof, to Charter of the exchange ratio provided for pursuant to the merger agreement. For purposes of its opinion, Centerview did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the transactions, including, without limitation, the structure or form of the transactions, or any other agreements or arrangements contemplated by the merger agreement or entered into by any party to the merger agreement or any other person in connection with or otherwise contemplated by the transactions, including, without limitation, the fairness of the transactions or any other term or aspect of the transactions to, or any consideration to be received in connection therewith by, or the impact of the transactions on, the holders of any class of securities, creditors or other constituencies of Charter, Liberty Broadband or any other party. Centerview expressed no opinion with respect to, and Centerview’s opinion did not address, the fairness (financial or otherwise) of the exchange ratio or the transactions or any other term or aspect of the transactions to Liberty Broadband or its affiliates (including the Malone Group (as defined in the merger agreement) and the Maffei Group (as defined in the merger agreement)), whether in their capacity as holders of Charter Class A common stock or otherwise. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Charter, Liberty Broadband or any party, or class of such persons in connection with the transactions, whether relative to the exchange ratio provided for pursuant to the merger agreement or otherwise. Centerview expressed no opinion with respect to the voting, governance or other rights of the holders of any class or series of capital stock of Charter or Liberty Broadband or any other person, whether in their capacity as holders of such securities or otherwise (and Centerview did not taken any such rights into account in Centerview’s analysis), nor did Centerview express any opinion with respect to the issuance of the Charter rollover preferred stock (and Centerview did not taken any such issuance into account in Centerview’s analysis). Centerview’s opinion was necessarily based on financial, economic,

monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview expressed no view or opinion as to what the value of any securities issued by Charter will be when issued pursuant to, and following the consummation of, the transactions, or what the value of any securities of Liberty Broadband will be immediately prior to the effective time of the merger, or the prices at which the securities of Charter or Liberty Broadband will trade or otherwise be transferable at any time, including following the announcement or consummation of the transactions. Centerview’s opinion does not constitute a recommendation to any Charter stockholder or Liberty Broadband stockholder, or to any other person, as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the transactions or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Charter special committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the transactions. The issuance of Centerview’s written opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

The following is a summary of the material financial analyses prepared and reviewed with the Charter special committee in connection with Centerview’s opinion, dated November 12, 2024. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference values resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of Charter or Liberty Broadband or their respective securities. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Charter, Liberty Broadband or any other parties to the transactions. None of Charter, Liberty Broadband, Merger LLC, Merger Sub, Centerview or any other person assumes responsibility if future results are materially different from those discussed below. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Charter or Liberty Broadband or their respective securities do not purport to be appraisals or reflect the prices at which securities of Charter or Liberty Broadband may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 23, 2024 (the last trading day before public disclosure of negotiations between Charter and Liberty Broadband regarding a potential transaction) and is not necessarily indicative of current market conditions.

Centerview derived the estimated net asset value, which is referred to in this summary of Centerview’s opinion as NAV, of Liberty Broadband, as adjusted for the transactions, including the GCI divestiture, by calculating the value of the Charter Class A common stock owned by Liberty Broadband by multiplying (i) the closing price of Charter Class A common stock as of September 23, 2024 of $331.62 by (ii) the number of shares of Charter Class A common stock owned by Liberty Broadband of approximately 45.6 million shares, as included in the Liberty Broadband Internal Data, and adding or subtracting, as applicable, the value of certain assets and liabilities of Liberty Broadband, as included in the Liberty Broadband Internal Data, including (a) Liberty Broadband’s aggregate net debt as of September 30, 2024 of approximately $2,490 million;

(b) make-whole payments in respect of Liberty Broadband’s exchangeable debt estimated by Charter management assuming an illustrative call date of September 30, 2024 of approximately $68 million; (c) the aggregate liquidation value of Liberty Broadband’s outstanding Series A cumulative redeemable preferred stock of approximately $180 million; (d) the value of certain of Liberty Broadband’s corporate-level expenses estimated by Charter management to be incurred through the closing of the transactions and eliminated thereafter, discounted from June 30, 2027 (the closing date of the combination assumed for purposes of these calculations, as provided by Charter management) to present value as of September 30, 2024, at a 7.0% discount rate, of approximately $78 million; (e) the aggregate tax liability of Liberty Broadband resulting from the GCI divestiture estimated by Charter management, discounted to present value as of September 30, 2024, at a 7.0% discount rate, of approximately $212 million; and (f) certain other assets and liabilities of Liberty Broadband with a net aggregate amount of approximately $53 million. This calculation resulted in an estimated NAV of approximately $12,133 million. Centerview divided the result of the foregoing calculations by approximately 143.9 million fully diluted shares of Liberty Broadband common stock, calculated using the treasury stock method and taking into account stock options, performance stock units and restricted stock units excluding restricted stock units granted to GCI employees vesting after June 30, 2027, in each case based on the Liberty Broadband Internal Data, which resulted in a NAV per share of $84.31. Centerview then compared this to the value per share of Liberty Broadband common stock of $78.26 in the transactions, calculated as (x) the closing price of Charter Class A common stock as of September 23, 2024 of $331.62, multiplied by (y) the exchange ratio of 0.2360x. The analysis implied a value discount to NAV of the exchange ratio of $6.05 per share of Liberty Broadband common stock, which represented a 7.2% discount to NAV, or approximately $871 million in the aggregate based on approximately 143.9 million fully diluted shares of Liberty Broadband common stock, calculated in the same manner as described above.

Centerview estimated the net number of shares of Charter Class A common stock retired as a result of the transactions by (i) calculating the shares of Charter Class A common stock to be issued by Charter to Liberty Broadband stockholders, based on (x) multiplying approximately 143.9 million fully diluted shares of Liberty Broadband common stock, calculated in the same manner as described above, by (y) the exchange ratio of 0.2360x, which resulted in an issuable amount of shares of Charter Class A common stock of approximately 34.0 million, and (ii) subtracting from that amount the number of shares of Charter Class A common stock held by Liberty Broadband of 45.6 million, as included in the Liberty Broadband Internal Data. This analysis excluded the impact of share repurchases of Charter Class A common stock between signing of the merger agreement and completion of the combination as contemplated by the transactions or otherwise. This analysis implied that the transactions would result in a net retirement of 11.6 million shares of Charter Class A common stock, representing 7.1% of the number of fully diluted shares of Charter Class A common stock, calculated using the treasury stock method and taking into account the dilutive impact of convertible units of Charter Holdings (on an as-converted basis), stock options and restricted stock units, and excluding dilution resulting from out-of-the-money employee and director options, in each case based on the Charter Internal Data.

Centerview noted for the Charter special committee certain additional factors solely for reference and informational purposes, including, among other things, the following:

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Charter special committee in its evaluation of the transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the Charter special committee or Charter management with respect to the exchange ratio or as to whether the Charter special committee would have been willing to determine that different consideration (including a different exchange ratio) was fair. The exchange ratio was determined through arm’s-length negotiations between Charter and Liberty Broadband and was approved by the Charter special committee. Centerview provided advice to the Charter special committee during these negotiations. Centerview did not, however, recommend any specific amount of consideration (including any specific exchange ratio) to Charter or the Charter special committee or that any specific amount of consideration (including any specific exchange ratio) constituted the only appropriate consideration for the transactions.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its current engagement by Charter, Centerview had not been engaged to provide financial advisory or other services to Charter or Liberty Broadband and had not received any compensation from Charter or Liberty Broadband during such period. Centerview may provide investment banking and other services to or with respect to Charter or Liberty Broadband or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest may at any time acquire, hold, sell or trade in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Charter, Liberty Broadband or any of their respective affiliates or any other party that may be involved in the transactions.

The Charter special committee selected Centerview as its financial advisor in connection with the transactions based on Centerview’s reputation and experience. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions.

In connection with Centerview’s services as the financial advisor to the Charter special committee, Charter has agreed to pay Centerview an aggregate fee of $27.5 million, $1.5 million of which is payable in installments over the four months following Centerview’s engagement by Charter, $3.0 million of which was payable upon the rendering of Centerview’s opinion and $23.0 million of which is payable contingent upon consummation of the transactions. In addition, Charter has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Charter engaged Citi as its financial advisor in connection with the proposed combination. On November 12, 2024, Citi rendered its oral opinion to the Charter Board (which was subsequently confirmed in writing by delivery of Citi’s written opinion addressed to the Charter Board dated the same date) as to, as of November 12, 2024, and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Citi as set forth in its written opinion, the fairness, from a financial point of view, to Charter of the exchange ratio set forth pursuant to the merger agreement.

The full text of Citi’s written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached as Annex K to this joint proxy statement/prospectus. The description of Citi’s opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Citi’s opinion was directed to the Charter Board, in its capacity as such, and addressed only the fairness, from a financial point of view and as of the date of such opinion, to Charter of the exchange ratio set forth pursuant to the merger agreement. Citi’s opinion did not address any other terms, aspects

or implications of the combination. Citi expressed no view as to, and its opinion did not address, the underlying business decision of Charter to effect or enter into the combination, the relative merits of the combination as compared to any alternative business strategies that might exist for Charter or the effect of any other transaction which Charter might engage in or consider. Citi’s opinion is not intended to be and does not constitute a recommendation as to how the Charter Board or any securityholder should vote or act on any matters relating to the proposed combination or otherwise.

In arriving at its opinion, Citi, among other things:

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements of Charter and Liberty Broadband that they were not aware of any relevant information that has been omitted or that remained undisclosed to Citi. With respect to the information and data relating to Charter and Liberty Broadband, including the Projected Estimates, provided to or otherwise reviewed by or discussed with Citi, Citi had been advised by the managements of Charter and Liberty Broadband that such information and data, including the Projected Estimates, were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Charter and Liberty Broadband, as the case may be, as to the matters addressed thereby. Citi expressed no view or opinion as to any information or data (or underlying assumptions on which any such information or data are based), including the Projected Estimates, provided to or otherwise reviewed by or discussed with Citi.

Citi assumed, with Charter’s consent, that the combination would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the combination, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Charter, Liberty Broadband or the contemplated benefits of the combination or that otherwise would be meaningful in any respect to Citi’s analyses or opinion. Citi assumed that the GCI divestiture would be consummated in the manner

and on the terms described to Citi, and accordingly, with Charter’s approval, Citi did not rely on financial analyses to evaluate the GCI business. In addition, at Charter’s direction, for purposes of Citi’s analyses and opinion, Citi used estimates of value for Liberty Broadband’s interest in comScore, Inc. (based on the cost of the investment) provided to Citi by Liberty Broadband management. Representatives of Charter had advised Citi, and Citi further assumed, that the final terms of the merger agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi assumed, with Charter’s consent, that the combination would qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986. Citi’s opinion relates to the relative values of Charter and Liberty Broadband. Citi did not express any opinion as to what the value of shares of the Charter Class A common stock actually would be when issued pursuant to the combination or the price or range of prices at which shares of Charter Class A common stock may trade at any time.

Citi did not express any view or opinion with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to tax or other consequences of the combination or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting Charter, Liberty Broadband or the combination (including the contemplated benefits thereof), and Citi relied, with Charter’s consent, upon the assessments of representatives of Charter as to such matters. Citi had not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Charter or Liberty Broadband, nor had Citi made any physical inspection of the properties or assets of Charter or Liberty Broadband. Citi did not evaluate the solvency or fair value of Charter, Liberty Broadband or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Citi expressed no view or opinion as to the potential impact on Charter or Liberty Broadband or any other entity of any actual or potential litigation, claims or governmental, regulatory or other proceedings, enforcement actions, consent or other orders or investigations.

Citi’s opinion addressed only the fairness, from a financial point of view and as of the date thereof, of the exchange ratio set forth in the merger agreement (to the extent expressly specified therein). Citi’s opinion did not address any other terms, aspects or implications of the combination, including, without limitation, the form or structure of the combination or any terms, aspects or implications of any other agreement, arrangement or understanding to be entered into or amended in connection with or contemplated by the combination or otherwise (including the GCI divestiture, the stockholders and letter agreement amendment, and any voting agreement to be entered into in connection with the combination).

Citi expressed no view as to, and its opinion did not address, the underlying business decision of Charter to effect or enter into the combination, the relative merits of the combination as compared to any alternative business strategies that might exist for Charter or the effect of any other transaction which Charter might engage in or consider. Citi also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation or other consideration to any officers, directors or employees of any parties to the combination, or any class of such persons, relative to the exchange ratio or otherwise. Citi’s opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing, as of the date thereof. Although developments occurring or coming to Citi’s attention after the date thereof may affect Citi’s opinion, Citi has no obligation to update, revise or reaffirm its opinion. With Charter’s approval, Citi treated shares of Liberty Broadband Series A common stock, shares of Liberty Broadband Series B common stock and shares of Liberty Broadband Series C common stock as equivalent in all respects material to Citi’s analyses and opinion.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Citi’s opinion or the analyses underlying, and factors considered in connection with, Citi’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Citi arrived at its ultimate opinion based on the results of all analyses and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Citi believes that the analyses must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

In its analyses, Citi considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Citi’s analyses for comparative purposes is identical to Liberty Broadband or the proposed combination. While the results of each analysis were taken into account in reaching its overall conclusion with respect to the fairness, from a financial point of view, to Charter of the exchange ratio (to the extent expressly specified in Citi’s opinion), Citi did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Citi’s financial analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond Charter’s or Liberty Broadband’s control and the control of Citi. Much of the information used in, and accordingly the results of, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was selected by Charter to act as its financial advisor based on Citi’s qualifications, experience and reputation. Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the combination or opine that any specific consideration constituted the only appropriate consideration for the combination. The type and amount of consideration payable in the combination were determined through negotiations between Charter and Liberty Broadband, and the decision of Charter to enter into the merger agreement was solely that of the Charter Board.

Citi’s opinion to the Charter Board was one of many factors taken into consideration by the Charter Board in deciding to consider, approve and declare the advisability of the merger agreement and the transactions contemplated thereby and to recommend the approval of the merger agreement and the transactions contemplated thereby by the holders of Charter common stock. Consequently, the analyses described above should not be viewed as determinative of the opinion of the Charter Board with respect to the merger consideration or of whether the Charter Board or management would have been willing to agree to a different merger consideration. The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

The following is a summary of the material financial analyses performed by Citi in connection with its oral opinion and the preparation of its written opinion to the Charter Board, both provided as of November 12, 2024. The following summary is not a complete description of the financial analyses performed and factors considered by Citi in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed before November 12, 2024. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Citi, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Citi’s opinion. Furthermore, mathematical analysis is not in itself a meaningful method of using the data referred to below.

For purposes of its financial analysis and opinion, Citi utilized and relied upon the number of issued and outstanding shares of Charter and Liberty Broadband provided by, or approved for its use by, the management of Charter.

Citi calculated an estimate of net asset value of Liberty Broadband (excluding its interest in GCI, “Adjusted NAV”), based on information provided by Charter and Liberty Broadband (and approved for Citi’s use by Charter management).

First, Citi calculated the values of Liberty Broadband attributable to Liberty Broadband’s share interest in Charter by multiplying both the unaffected share price for Charter of $331.62 (the closing share price of Charter Class A common stock on September 23, 2024 (the date Liberty Broadband filed a Schedule 13D/A disclosing its receipt of and response to a proposal from Charter regarding a possible transaction)) (the “Unaffected Share

Price”) and the pre-announcement share price for Charter of $396.04 (the closing share price of Charter Class A common stock on November 11, 2024) (the “Pre-Announcement Share Price”) by the approximately 45.6 million shares of Charter held by Liberty Broadband, based on public filings and approved by Charter, to derive a total equity value for Liberty Broadband’s share interest in Charter of $15,109 million based on the Unaffected Share Price and $18,044 million based on the Pre-Announcement Share Price.

To derive an estimate Adjusted NAVs for Liberty Broadband (excluding its interest in GCI), Citi then: (i) added the values of the Liberty Broadband’s share interest in Charter it calculated based on both the Unaffected Share Price and the Pre-Announcement Share Price for the Charter Class A common stock, (ii) subtracted Liberty Broadband’s corporate debt of $2,615 million based on the September 30, 2024 balance sheet for Liberty Broadband, (iii) added $125 million, reflecting Liberty Broadband’s cash and cash equivalents based on the September 30, 2024 balance sheet for Liberty Broadband, adjusted for cash proceeds on a tax-effected basis from sales of Charter Class A common stock to Charter occurring after September 30, 2024, (iv) subtracted $82 million, reflecting the net present value (discounted to September 30, 2024 based on a discount rate selected by Citi of 7%) of certain corporate overhead expense for the period from October 1, 2024 to June 30, 2027 (an estimated closing date for the combination provided by Charter) and tax assets, each as provided by Liberty Broadband (and approved for Citi’s use by Charter), (v) subtracted estimated breakage costs of $68 million (based on the Unaffected Share Price for the Charter Class A common stock) and $173 million (based on the Pre-Announcement Share Price for the Charter Class A common stock) attributable to the retirement of certain exchangeable debentures, (vi) subtracted $180 million, reflecting the face amount of the outstanding Liberty Broadband preferred stock, (vii) added $58 million, reflecting an estimate of value attributable to Liberty Broadband’s stake in comScore based on the consideration paid for the stake (as provided by Liberty Broadband and approved for Citi’s use by Charter), and (viii) subtracted $212 million (items (ii) through (viii) are referred to as the (“Liberty Broadband NAV Adjustments”)), reflecting the present value (discounted to September 30, 2024 based on a discount rate selected by Citi of 7%) of the estimated potential tax liability of Liberty Broadband arising from the distribution of the GCI shares in connection with the GCI divestiture (as provided and approved for Citi’s use by Charter). Citi then divided these amounts by Liberty Broadband’s fully diluted shares using the treasury stock method (as provided by Liberty Broadband and approved for Citi’s use by Charter).

This analysis indicated a per share Adjusted NAV for Liberty Broadband (excluding its interest in GCI) of $84.31 and $103.79. Citi noted that based on the agreed exchange ratio and the share price for Charter Class A common stock based on both the Unaffected Share Price and the Pre-Announcement Share Price, the implied value of the per share merger consideration was $78.26 and $93.47. This implied that Liberty Broadband’s share interest in Charter was being priced in the combination at a 7.2% discount (based on the Unaffected Share Price) and 9.9% discount (based on the Pre-Announcement Share Price).

Citi performed a selected precedent transactions analysis, which was designed to derive a range of implied exchange ratios based on discounts or premiums to net asset value implied in selected transactions based on publicly available financial terms for selected transactions. In connection with its analysis, Citi reviewed publicly available financial data for certain transactions, including financial analyses of financial advisors summarized in proxy statements for such transactions, deemed comparable in one or more respects since 2006 and in respect of which one of the counterparties was a significant stockholder of the other.

The selected transactions considered by Citi for its analysis of Liberty Broadband were:

Citi noted that the merger consideration provided for in the selected transactions indicated discounts / premiums ranging from (11.6%) to 5.6%. Applying this range of discounts / premiums to the per share Adjusted NAV for Liberty Broadband (excluding its interest in GCI) indicated implied exchange ratios of 0.225x to 0.268x (based on Unaffected Share Price) and 0.232x to 0.277x (based on the Pre-Announcement Share Price), as compared to the agreed exchange ratio in the combination of 0.236x.

Citi performed a selected precedent share repurchase self-tender, which was designed to derive a range of implied exchange ratios based on discounts or premiums implied by the final purchase prices paid by issuers in selected precedent share repurchase self-tender transactions relative to the pre-announcement trading price for the issuer’s shares (based on publicly available information). In connection with its analysis, Citi reviewed certain share repurchase self-tender transactions deemed comparable in one or more respects since 2015, including transactions involving issuers with market capitalizations of $1 billion or more and a completed sizing of the repurchase amounting to 5-10% of the issuer’s market capitalization.

The selected transactions considered by Citi for its analysis of Liberty Broadband were:

Citi noted that the final purchase prices paid in the selected transactions reflected mean, median, 25^th percentile and 75^th percentile premiums to the pre-announcement share prices of 11.0%, 6.5%, 2.8% and 15.1%, respectively. Applying premiums ranging from the 25^th percentile to the 75^th percentile as noted in the preceding sentence, to the portion of the per share Adjusted NAV for Liberty Broadband attributable to Liberty Broadband’s stake in Charter indicated implied exchange ratios of 0.263x to 0.302x (based on Unaffected Share Price) and 0.271x to 0.310x (based on the Pre-Announcement Share Price), as compared to the agreed exchange ratio in the combination of 0.236x.

Citi performed a pro forma equity value per share accretion / dilution analysis for Charter, which was designed to illustrate the potential impact of the Liberty Broadband NAV Adjustments and the net reduction resulting from the transaction in Charter’s fully diluted shares, calculated using the treasury stock method (based upon information provided by Charter), on the equity value per share for Charter. Citi calculated an implied equity value for Charter by multiplying its share price (the Unaffected Share Price and the Pre-Announcement Share Price) by the number of fully diluted shares of Charter. Citi then deducted the Liberty Broadband NAV Adjustments, and then divided this difference by Charter’s fully diluted shares, net of the share reduction to be achieved in the combination. This analysis indicated potential increases in the equity value per share of $5.78 (based on the Unaffected Share Price) and $9.84 (based on the Pre-Announcement Share Price). This is a mathematical exercise and is not necessarily predictive of future trading prices. This analysis indicated that the transaction would potentially result (without giving effect to any other changes that may affect the equity value per share for Charter) in an accretion of 1.7% (based on Unaffected Share Price) and 2.5% (based on the Pre-Announcement Share Price).

Citi performed a has / gets analysis for Charter, which was designed to illustrate the theoretical discount to be realized by Charter in the indirect repurchase of its shares in the transaction as a consequence of the net reduction resulting from the transaction in Charter’s fully diluted shares, calculated using the treasury stock method (based upon information provided by Charter), and assuming settlement of the Liberty Broadband NAV Adjustments in newly issued Charter shares. Citi compared (a) the sum of (i) the new Charter shares to be issued in the combination based on the exchange ratio and (ii) the hypothetical number of new shares to be issued that would be required for settlement of the Liberty Broadband NAV Adjustments (calculated by reference to the Unaffected Share Price and the Pre-Announcement Share Price), to (b) the number of Charter shares to be indirectly repurchased as a result of the combination. This analysis indicated that the transaction would potentially result, if the Liberty Broadband NAV Adjustments were settled in new shares, in effectively repurchasing 1.06 Charter shares (based on Unaffected Share Price), or 1.09 Charter shares (based on Pre-Announcement Share Price), for every new Charter share issued in the combination.

Citi performed a pro forma free cash flow per share accretion / dilution analysis for Charter, which was designed to illustrate the potential impact of (a) the tax-effected incremental cash interest expense of Charter resulting from the transaction of approximately $116 million (based on Unaffected Share Price) and $121 million (based on Pre-Announcement Share Price), in each case based on information provided by Liberty Broadband and Charter and approved for Citi’s use by Charter, and (b) the net reduction resulting from the transaction in Charter’s fully diluted shares, calculated using the treasury stock method (based upon information provided by Charter), on Charter’s free cash flow per share for the 12 months ended September 30, 2024 (“Charter LTM FCFPS”). This analysis indicated that transaction would potentially have resulted (without giving effect to any other changes that may affect free cash flow for Charter) in an accretion to Charter LTM FCFPS of 4.8% (based on Unaffected Share Price) and 4.6% (based on the Pre-Announcement Share Price).

Citi also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including the information summarized below.

Citi reviewed sell-side analyst price targets for shares of Charter Class A common stock and Liberty Broadband common stock published by six equity research analysts (during the time period from July 18, 2024 through September 23, 2024) that covered both companies and also published valuations for GCI. Stock price targets generally reflect each analyst’s estimate of the 12-month future public market trading price per share of a subject company’s common stock and are not discounted to reflect present values. Price targets published by equity research analysts do not necessarily reflect current market trading prices and these estimates are subject to uncertainties, including the future financial performance of the subject company and future financial market conditions. For each analyst, Citi calculated the implied exchange ratio determined by dividing (x) an adjusted price target for Liberty Broadband (excluding GCI) derived by subtracting from (i) the analyst’s price target for Liberty Broadband common stock (both on an undiscounted basis and a discounted basis using an estimate of a cost of equity for Liberty Broadband of 11.6%), (ii) that analyst’s estimate of the value for GCI (adjusted for the debt and cash of GCI as of June 30, 2024) per share of Liberty Broadband common stock by (y) such analyst’s price target (both on an undiscounted basis and a discounted basis using an estimate of a cost of equity for Charter of 11.0%). This analysis indicated implied exchange ratios of (i) 0.158x to 0.262x (based on the undiscounted price targets for Charter and the undiscounted adjusted price targets for Liberty Broadband (excluding GCI)) and (ii) 0.153x to 0.259x (based on the discounted price targets for Charter and the discounted adjusted price targets for Liberty Broadband (excluding GCI )), as compared to the agreed exchange ratio in the combination of 0.236x.

Citi acted as financial advisor to Charter in connection with the proposed combination and will receive a fee of $20 million for such services, of which $13 million is contingent upon the consummation of the combination and $7 million was payable in connection with the delivery of the opinion. Charter agreed to reimburse Citi for its expenses, including fees and expenses of counsel, incurred in connection with its engagement. In addition, Charter agreed to indemnify Citi and related parties against certain liabilities, including liabilities under the federal securities laws, relating to or arising out of Citi’s engagement.

Citi and its affiliates in the past have provided, and currently provide, services to Charter, Liberty Broadband and their respective affiliates unrelated to the proposed combination, for which services Citi and its affiliates have received and expect to receive compensation, including, without limitation, during the two-year period prior to delivery of its opinion, (i) for Charter and its affiliates, acting as (a) a financial advisor with respect to Charter’s exploration of a possible joint venture transaction, (b) a financial advisor with respect to a possible acquisition transaction, (c) a joint bookrunner in May 2024 for Charter’s issuance of $1.5 billion of Senior Notes due 2029 and $1.5 billion of Senior Notes due 2034, (d) a joint bookrunner in November 2023 for Charter’s issuance of $1.1 billion of Senior Notes due 2026 and $900 million of Senior Notes due 2034 and (e) a joint lead arranger and lender in one or more credit facilities of Charter and (ii) for Liberty Broadband and its affiliates, acting as (a) a joint bookrunner in June 2024 for issuance of a Liberty Broadband / Charter exchangeable notes due 2054 and in February 2023 for issuance of a Liberty Broadband / Charter exchangeable notes due 2053, (b) a lender in a margin loan facility for Liberty Broadband, (c) a joint bookrunner in September 2023 for issuance of a Liberty Media / Live Nation exchangeable notes, (d) a joint lead arranger in September 2024 for, and lender in, one or more credit facilities of Formula One, (e) a provider of a bridge commitment in April 2024 with respect to Liberty Media Corp.’s acquisition of Doma Sports, S.L., (f) a participant in November 2022 in refinancings and new borrowings undertaken by Formula One, (g) a joint lead dealer manager in September 2024 with respect to an exchange offer of certain outstanding debt securities of QVC, Inc. (“QVC”), (h) a lender in one or more credit facilities for QVC and Cornerstone Brands, Inc., (i) a financial advisor to Liberty TripAdvisor Holdings regarding the evaluation of certain alternatives, (j) a bookrunner in December 2022 for Live Nation’s issuance of $1 billion of convertible notes, (k) a lender in one or more credit facilities for Live Nation, (l) a joint lead arranger in July 2024 for a credit facility of TripAdvisor Inc. and (m) a lender in one or more credit facilities for TripAdvisor Inc. In the ordinary course of its business, Citi and its affiliates may actively trade or hold the securities of Charter, Liberty Broadband and their respective affiliates for its own account or for the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Citi disclosed to Charter that, as of the date of such disclosure (in the days leading up to delivery of its opinion), Citi’s holdings in equity securities of Charter and Liberty Broadband amounted to less than 1% of the outstanding shares of Charter and Liberty Broadband, respectively. For investment banking services, Citi was paid by Charter and Liberty Broadband (and its affiliates), during the two-year period prior to the date of its opinion, approximately $3 million and $9 million, respectively. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Charter, Liberty Broadband and their respective affiliates.

Pursuant to an engagement letter, Liberty Broadband retained J.P. Morgan as its exclusive financial advisor in connection with the proposed combination.

On November 12, 2024, J.P. Morgan rendered its written opinion to the Liberty Broadband Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the Disinterested Stockholders (as such term is defined in J.P. Morgan’s written opinion).

The full text of the written opinion of J.P. Morgan, dated November 12, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex L to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Liberty Broadband’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Liberty Broadband Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed combination, was directed only to the exchange ratio in the proposed merger and did not address any other aspect of the proposed combination. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of Liberty Broadband as to how such stockholder should vote with respect to the proposed combination or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of Liberty Broadband with respect to certain aspects of the combination, and the past and current business operations of Liberty Broadband and Charter, the financial condition and future prospects and operations of Liberty Broadband and Charter, the effects of the combination on the financial condition and future prospects of Liberty Broadband and Charter and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Liberty Broadband or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Liberty Broadband, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Liberty Broadband or Charter under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Liberty Broadband and Charter to which such analyses relate. J.P. Morgan expressed no view as to such analyses or the assumptions on which they were based. J.P. Morgan also assumed that the combination and the other transactions contemplated by the merger agreement will qualify as a tax-free reorganization for United States federal income tax purposes in discussions with, and materials furnished to J.P. Morgan by, representatives of Liberty Broadband, and will be consummated as described in the merger agreement, and that the definitive merger agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Liberty Broadband, Charter, Merger LLC and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. At the direction of Liberty Broadband, J.P. Morgan also assumed that (i) the tax asset of Liberty Broadband will have the value discussed with the management of Liberty Broadband, (ii) the redemption, repurchase and exchange of certain Liberty Broadband exchangeable debentures will be on the terms discussed with the management of Liberty Broadband and (iii) Liberty Broadband will incur tax-related liabilities in connection with the combination in the amounts discussed with the management of Liberty Broadband. At the direction of Liberty Broadband, J.P. Morgan also excluded the value of the GCI divestiture for purposes of its opinion. At the direction of Liberty Broadband, in rendering its opinion, J.P. Morgan did not account for the fact that the shares of Liberty Broadband Series C common stock are non-voting and treated them as having the same rights as the shares of Liberty Broadband Series A common stock. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Liberty Broadband with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the combination will be obtained without any adverse effect on Liberty Broadband or Charter or on the contemplated benefits of the combination.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date thereof. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm its opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to the Disinterested Stockholders (as such term is defined in J.P. Morgan’s written opinion) of the exchange ratio in the proposed merger and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the combination to the stockholders of any other class of securities, creditors or other constituencies of Liberty Broadband or as to the underlying decision by Liberty Broadband to engage in the

combination. J.P. Morgan also expressed no opinion with respect to the amount or nature of any consideration or compensation received (i) by Charter and its subsidiaries, the Malone Group and its Affiliates (as defined in the merger agreement), the Maffei Group and its Affiliates (as defined in the merger agreement), A/N and its Affiliates (as defined in the merger agreement), the members of the Charter Board and the Parent Section 16 Officers (as defined in the merger agreement), the members of the Liberty Broadband Board and the Company Section 16 Officers (as defined in the merger agreement) or immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing or (ii) with respect to any shares of Liberty Broadband preferred stock in the combination. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the combination, or any class of such persons relative to the exchange ratio applicable to the Disinterested Stockholders (as such term is defined in J.P. Morgan’s written opinion) in the proposed merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Liberty Broadband common stock or Charter common stock would trade at any future time.

J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Liberty Broadband or any other alternative combination.

The terms of the merger agreement were determined through arm’s length negotiations between Liberty Broadband and Charter, and the decision to enter into the merger agreement was solely that of the Liberty Broadband Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Liberty Broadband Board in its evaluation of the proposed combination and should not be viewed as determinative of the views of the Liberty Broadband Board or management with respect to the proposed combination or exchange ratio.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Liberty Broadband Board on November 12, 2024 and in the financial analyses presented to the Liberty Broadband Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Liberty Broadband Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

J.P. Morgan calculated the estimated pro forma share price of Charter (the “PF Charter Share Price”) by calculating the quotient of (i) the difference of (a) the estimated implied equity value of Charter on a stand-alone basis of approximately $53,137 million, based on publicly available information as of the unaffected date of September 23, 2024, minus (b) the value of certain net liabilities of Liberty Broadband assumed by Charter of approximately $2,491 million, minus (c) the estimated make-whole fundamental changes payment on the 3.125% exchangeable senior debentures due 2054 of approximately $150 million, minus (d) the amount of certain tax liabilities related to the GCI divestiture of approximately $400 million, minus (e) net debt increase of Liberty Broadband attributable to cash settlements of certain stock awards of approximately $13 million, and minus (f) the net asset value of certain of Liberty Broadband’s corporate assets and liabilities of approximately $114 million, divided by (ii) the estimated pro forma fully diluted shares outstanding of Charter.

J.P. Morgan then calculated the estimated pro forma implied equity value per share of Liberty Broadband common stock by calculating the quotient of (i) the product of (a) the estimated pro forma shares of Charter that Liberty Broadband stockholders would receive as implied by the exchange ratio, multiplied by (b) the PF Charter

Share Price, based on J.P. Morgan’s calculations of the PF Charter Share Price described above, divided by (ii) the estimated fully diluted shares outstanding of Liberty Broadband common stock. J.P. Morgan excluded any value to the Disinterested Stockholders (as such term is defined in J.P. Morgan’s written opinion) from the GCI divestiture.

This analysis indicated an estimated pro forma implied equity value per share of Liberty Broadband common stock to the Disinterested Stockholders (as such term is defined in J.P. Morgan’s written opinion) of approximately $79.29 and that the exchange ratio yielded value accretion of approximately 30.1% compared to the unaffected blended closing share price of Liberty Broadband common stock as of September 23, 2024. There can be no assurance, however, that the value of certain net liabilities of Liberty Broadband assumed by Charter, the estimated make-whole fundamental changes payment on the 3.125% exchangeable senior debentures due 2054, the amount of certain tax liabilities related to the GCI divestiture, the net debt increase of Liberty Broadband attributable to cash settlements of certain stock awards, the net asset value of certain of Liberty Broadband’s corporate assets and liabilities and other impacts referred to above will not be substantially greater or less than those provided by Liberty Broadband’s management and described above.

Analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Liberty Broadband with respect to the proposed combination and deliver an opinion to the Liberty Broadband Board with respect to the proposed combination on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Liberty Broadband and the industries in which it operates.

Liberty Broadband has agreed to pay J.P. Morgan an estimated fee of approximately $18 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the proposed combination. In addition, Liberty Broadband has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the reasonable fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

Other than financial advisory services rendered in connection with the proposed combination, during the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Liberty Broadband, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as financial advisor in connection with Liberty Broadband’s investment in comScore, Inc. in May 2023. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from Liberty Broadband were approximately $2 million. During the two years preceding the date of J.P. Morgan’s written opinion,

J.P. Morgan and its affiliates have had commercial or investment banking relationships with Charter, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint bookrunner on two of Charter’s credit facilities in May 2022 and acting as joint bookrunner on Charter’s offerings of debt securities in August 2022, January 2023, May 2024 and June 2024. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from Charter were approximately $11 million. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Liberty Media, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as lead left arranger and lead bookrunner on three of Liberty Media’s credit facilities in September 2024, acting as joint bookrunner on Liberty Media’s offering of debt securities in April 2023, acting as financial advisor to Liberty Media in connection with the Atlanta Braves Split-Off and creation of Liberty Live Nation in July 2023 and acting as financial advisor to Liberty Media in connection with the combination of Liberty SiriusXM Group with SiriusXM Holdings, Inc. in September 2024. In addition, J.P. Morgan and/or its affiliates are currently providing investment banking services to Liberty Media and/or certain of its affiliates, which services are unrelated to the engagement. J.P. Morgan expects to receive customary compensation in connection with the foregoing which, considered in the aggregate and assuming such transactions are actually completed, were expected as of the date of its written opinion to be less than the success fee that J.P. Morgan would receive from Liberty Broadband pursuant to the engagement. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Liberty Media, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from Liberty Media were approximately $33 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Liberty Broadband and Charter. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis the following percentages of tracking stocks issued by Liberty Media: 2.06% of the tracking stock for Liberty Live Series A, less than 2% of the tracking stock for Liberty Live Series C and less than 1% of the tracking stocks for each of Liberty Live Series B, Liberty Formula One Series A, Liberty Formula One Series B and Liberty Formula One Series C. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Liberty Broadband, Charter or Liberty Media for their own accounts or for the accounts of customers and, accordingly, likely hold long or short positions in such securities or other financial instruments.

When considering the recommendation of the Charter Board with respect to the Charter merger proposal and the share issuance proposal, Charter stockholders should be aware that certain of Charter’s directors and executive officers may be deemed to have interests in the combination and the transactions contemplated thereby that are different from, or in addition to, those of Charter stockholders. These interests may present such persons with actual or potential conflicts of interest. The Charter Board and the Charter special committee were aware of these interests during the deliberations of the merits of the combination, and the transactions contemplated thereby, and in deciding to recommend that you vote for each of the Charter merger proposal, the share issuance proposal and the Charter adjournment proposal.

With respect to the Charter directors and executive officers, areas where their interests may differ from those of Charter stockholders in general relate to the indemnification and insurance protections for their service as directors and executive officers pursuant to the Charter organizational documents, indemnification agreements entered into with Charter and Charter’s director and officer liability insurance policies. Additionally, pursuant to the existing stockholders agreement, Liberty Broadband has designated three directors to the Charter Board, consisting of Mr. Maffei, who also serves as a director and President and Chief Executive Officer of Liberty Broadband, James E. Meyer and Balan Nair. Mr. Maffei holds stock options with respect to shares of Liberty Broadband common stock, which were granted in respect of his service as a Liberty Broadband executive officer and will be accelerated and converted into a number of shares of Charter Class A common stock, as described in more detail under “The Merger Agreement—Treatment of Liberty Broadband Equity Awards—Liberty Broadband Stock Options.”

Mr. Maffei, a member of the Liberty Broadband Board and the President and Chief Executive Officer of Liberty Broadband, is also a director of Charter. Mr. Maffei may be deemed to beneficially own approximately

3.68% of the aggregate voting power represented by the shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock outstanding as of November 12, 2024, all of which is subject to the Maffei voting agreement. Under the Maffei voting agreement, each of Liberty Broadband and, effective from and following the effective time, Charter, jointly and severally, has agreed to indemnify each member of the Maffei Group for certain losses incurred in connection with or arising out of the Maffei voting agreement or the performance of such member of the Maffei Group’s obligations thereunder, including, subject to certain conditions, reasonable fees and expenses of such member of the Maffei Group incurred in the defense of any claim brought by a third party. In addition, Liberty Broadband has agreed to pay up to $200,000 in the aggregate of reasonable out-of-pocket costs and expenses (which fee cap excludes any filing fees payable under the HSR Act) incurred by the Maffei Group in connection with the preparation, negotiation, execution and delivery of the Maffei voting agreement and the other transaction documents. See “Other Agreements Related to the Combination—Maffei Voting Agreement”. As of November 12, 2024, Mr. Maffei holds options to purchase shares of Liberty Broadband common stock, which will be treated as described in more detail below under “Interests of Liberty Broadband Directors and Executive Officers in the Combination—Equity Awards.” Mr. Maffei also holds shares of Charter Class A common stock and restricted stock awards with respect to Charter Class A common stock.

To address the potential conflicts of interest that may arise in the negotiation of the combination, the Charter Board established the Charter special committee, consisting entirely of independent and disinterested directors of Charter, and the members of the Charter special committee evaluated and negotiated the transaction documents and the transactions contemplated thereby, and evaluated whether the combination is advisable, fair to and in the best interests of Charter and its stockholders, including the Charter Disinterested Stockholders. The Charter directors who are not independent and disinterested did not participate in the deliberations of the Charter special committee regarding the transaction documents to which Charter is a party and the transactions contemplated thereby.

In consideration of the time and effort required of members of the Charter special committee in evaluating and negotiating the transaction documents, and the transactions contemplated thereby, the Charter Board (with the members of the Charter special committee abstaining) determined that the members of the Charter special committee would each receive a retainer fee of $20,000 (provided that the chair of the Charter special committee would instead receive a retainer fee of $40,000) and a meeting fee of $2,000 (provided that the chair of the Charter special committee would instead receive a meeting fee of $3,000) per meeting in excess of six meetings until the closing of the combination for their services in carrying out their duties as members of the Charter special committee.

When considering the recommendation of the Liberty Broadband Board with respect to the Liberty Broadband merger proposal, holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock should be aware that certain of Liberty Broadband’s directors and executive officers may be deemed to have interests in the combination and the transactions contemplated thereby that are different from, or in addition to, those of holders of shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock. These interests may present such persons with actual or potential conflicts of interest. The Liberty Broadband Board was aware of these interests during the deliberations of the merits of the combination, and in deciding to recommend that you vote for each of the Liberty Broadband merger proposal and the Liberty Broadband adjournment proposal. These interests include the following:

Currently, the directors and executive officers of Liberty Broadband have indemnification protections for their service as directors and executive officers pursuant to the organizational documents of Liberty Broadband and the directors and executive officers of Liberty Broadband have entered into indemnification agreements with Liberty Broadband. In addition, directors and executive officers of Liberty Broadband have insurance protections under Liberty Broadband’s director and officer liability insurance policies. Further, for six years after the effective time and in accordance with the merger agreement, (i) Charter will cause such indemnification and

insurance protections to be honored and fulfilled and (ii) the directors and executive officers of Liberty Broadband will have indemnification protections for their service as directors and executive officers pursuant to a 6-year prepaid, non-cancellable “tail” policy covering each such individual covered by Liberty Broadband’s existing fiduciary liability insurance policies.

Executive officers of Liberty Broadband hold options to purchase shares of Liberty Broadband common stock. Executive officers of Liberty Broadband, other than Mr. Maffei, also hold restricted stock units with respect to shares of Liberty Broadband common stock. Non-employee directors of Liberty Broadband, other than Mr. Malone, hold restricted stock units with respect to and/or options to purchase shares of Liberty Broadband common stock. As described in more detail below under “The Merger Agreement—Treatment of Liberty Broadband Equity Awards” in connection with the combination:

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of Liberty Broadband that is based on, or otherwise relates to an acquisition, merger, consolidation, sale or other disposition of all or substantially all assets of the issuer.

In accordance with the merger agreement, as described above in “—Equity Awards,” stock options and restricted stock unit awards, in each case, with respect to Liberty Broadband common stock and including those held by Liberty Broadband’s named executive officers, will be accelerated and converted into a number of validly issued, fully paid and nonassessable shares of Charter Class A common stock or into outstanding shares of Liberty Broadband common stock entitled to merger consideration, respectively.

The amounts shown in the table below do not include equity awards currently outstanding that are expected to vest in accordance with their existing terms prior to January 1, 2025 (the latest practicable date determined in accordance with Item 402(t) of Regulation S-K) and are estimates based on multiple assumptions that may or may not actually occur or be accurate at the time of the merger, which assumptions include: (1) that the closing date of the merger is January 1, 2025 and (2) the relevant price per share is $87.89, which equals the average closing price of a share of Liberty Broadband common stock over the five business day period following the first public announcement of the entry into the transaction documents. Certain equity awards that would be unvested as of January 1, 2025 and included in the table below may vest independently of, and prior to, the merger pursuant to their terms. As a result, the actual amounts, if any, to be received by a named executive

officer may materially differ from the amounts set forth below. The award agreements and equity plans pursuant to which the equity awards reflected in the table below were granted, were previously subject to a shareholder advisory vote in connection with Liberty Broadband’s 2024 annual meeting.

Based on arrangements currently in place and an assumed transaction date of January 1, 2025, none of Liberty Broadband’s named executive officers will otherwise be entitled to receive any “single trigger” or “double trigger” compensation payments in connection with the merger.