Upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, this “Offer to Purchase”), Charter Communications Operating, LLC, a Delaware limited liability company (“CCO” or the “Company”), and Charter Communications Operating Capital Corp., a Delaware corporation (“CCO Capital” and, together with CCO, the “Issuers,” “we,” “us” or “our”), are making separate offers (each, an “Offer” and, collectively, the “Offers”) to purchase for cash from each registered holder (each, a “Holder” and, collectively, the “Holders”) of each series of notes described in the table below (collectively, the “Notes” and each, a “Series” of Notes). The Offers are open to all registered Holders of the Notes using a “waterfall” methodology under which we will accept Notes in the order of their respective Acceptance Priority Levels (as defined herein), subject to a $1.5 billion cap on the aggregate Consideration (as defined below) that we will be obligated to pay for all Notes purchased in the Offers (the “Offer Cap”). For the avoidance of doubt, the Offer Cap for Notes purchased in the Offers shall exclude the Accrued Interest (as defined below). We describe below the operation of this “waterfall” methodology with respect to each Series of Notes, which we refer to as the “Acceptance Priority Procedures.” Additionally, we may increase the amount of Notes accepted for payment in the Offers by no more than 2% of the outstanding Notes of the applicable Series, subject to proration, as further described in the Acceptance Priority Procedures set forth below, without amending or extending the Offers.

The “Consideration” per $1,000 principal amount of each Series of Notes validly tendered, not validly withdrawn and accepted for purchase pursuant to the Offers will be determined in the manner described in this Offer to Purchase by reference to the fixed spread (the “Fixed Spread”) specified for such Series of Notes in the table below over the yield to maturity (the “Reference Yield”) based on the bid side price of the U.S. Treasury Security (the “Reference U.S. Treasury Security”) specified in the table below for such Series of Notes, as calculated by BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Joint-Lead Dealer Managers” and, collectively with any other dealer managers we appoint, the “Dealer Managers”) at 3:00 p.m., New York City time, on November 17, 2026, the scheduled Expiration Date (as defined herein) (subject to extension by us in our sole discretion, such time and date, as the same may be extended, the “Price Determination Date”). The formula for determining the applicable Consideration is set forth on Schedule A to this Offer to Purchase. Holders of a Series of Notes validly tendered at or prior to the Expiration Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for purchase will receive the Consideration for such Series of Notes. Only Holders that validly tender their Notes (and do not validly withdraw their Notes) at or prior to the Expiration Date will be eligible to receive the applicable Consideration on the Settlement Date (as defined herein). If a Holder validly tenders its Notes, does not validly withdraw such Notes and the Company accepts such Notes for payment, subject to the terms and conditions of the Offers, the Company will also pay to such Holder all accrued and unpaid interest on such Notes up to, but not including, the Settlement Date (“Accrued Interest”).

The following table summarizes the material pricing terms for the consideration for the Notes tendered pursuant to this Offer to Purchase:

To view copie(s) of the Tender Offer document(s) please click on the link(s) below

Offer to Purchase

Press Release

Offer to Purchase Supplement

The Joint-Lead Dealer Managers for the Offers are:

Any questions regarding the terms of any of the Offers may be directed to the Joint-Lead Dealer Managers. Requests for additional copies of documentation related to any of the Offers, requests for copies of the Indentures and any questions or requests for assistance in tendering may be directed to the Information Agent and Tender Agent. Any requests for additional copies of this Offer to Purchase may be directed to the Information Agent and Tender Agent. Beneficial owners of Notes may also contact their brokers, dealers, commercial banks or trust companies for assistance concerning any of the Offers.