Charter Communications Insider Files Form 4 for $61M Unit Sale

Rhea-AI Filing Summary

Charter Communications (CHTR) – Form 4 filing dated 08/07/2025. Director Michael A. Newhouse, reporting through Advance/Newhouse Partnership, disposed of 162,694 Class B Common Units of Charter Communications Holdings, LLC on 08/06/2025. The units were sold back to the issuer in an exempt Rule 16b-3 transaction at the Average Public Per-Share Repurchase Price of $378.50, implying proceeds of roughly $61.6 million. Each Class B unit is exchangeable, at the company’s option, for one share of CHTR Class A common stock or cash based on a two-day VWAP and carries no expiration date.

Following the sale, Newhouse continues to hold 15,511,283 Class B units indirectly, leaving more than 99 % of his derivative stake intact. No open-market sales of Class A shares were reported, and no changes were disclosed for any directly held non-derivative securities. The filing therefore indicates a limited liquidity event for the insider while simultaneously advancing the company’s repurchase program.

Positive

• Issuer repurchase of 162,694 Class B units removes potential dilution and is modestly accretive to remaining shareholders.

Negative

• Insider disposal of ~$61.6 million in equity units could be viewed as a minor bearish signal despite its small proportion of holdings.

Insights

Securities Analyst

TL;DR: Small insider sale vs. very large remaining stake; neutral signal.

The 162.7 k units sold represent <1 % of Newhouse’s 15.5 M unit position, so the economic exposure of the director remains virtually unchanged. Because the transaction is a company repurchase under Rule 16b-3, it does not suggest open-market selling pressure. At ~$378.5 per unit, the $61 M consideration is immaterial to Charter’s $60 B+ market cap but marginally accretive via share count reduction. Overall impact on valuation or sentiment is neutral.

Corporate Governance Specialist

TL;DR: Governance-friendly structure; no red flags.

The use of Rule 16b-3 and a predefined repurchase price limits potential conflicts and aligns with Charter’s capital-return strategy. Beneficial-ownership disclaimers clarify that Newhouse is not claiming direct ownership of units held by Advance/Newhouse, reducing liability concerns. Given the small relative size and continued large holding, the event is not governance-negative.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Newhouse Michael A

Role Director

Type	Security	Shares	Price	Value
Disposition	Class B Common Units of Charter Communications Holdings, LLC	162,694	$378.50	$61.58M

Holdings After Transaction: Class B Common Units of Charter Communications Holdings, LLC — 15,511,283 shares (Indirect, Indirect Interest in a Partnership)

Footnotes (5)

1. F1. The Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") are exchangeable by Advance/Newhouse Partnership, a New York partnership ("A/N") at any time into either, at the Issuer's option, (i) shares of Class A Common Stock of the Issuer on a one-for-one basis or (ii) an amount of cash based on the volume-weighted average price of the Class A Common Stock for the two consecutive trading days prior to the date of delivery of A/N's Exchange Notice (as such term is defined under and pursuant to that certain exchange agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N) per Class B Common Unit exchanged and have no expiration date.
2. F2. Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended
3. F3. Represents the Average Public Per Share Repurchase Price (as such term is defined in Annex A to that certain letter agreement, dated as of December 23, 2016, between the Issuer, Charter Holdings and A/N).
4. F4. The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API"), and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the shares of Class A Common Stock of the Issuer and Class B Common Units of Charter Holdings owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N.
5. F5. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer and Class B Common Units of Charter Holdings owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/07/2025 - 01:59 PM Learn about SEC filing dates

FAQ

How many Charter Communications units did Michael Newhouse sell?

162,694 Class B Common Units were disposed of on 08/06/2025.

What was the sale price reported in the Form 4 for CHTR?

The units were sold at the Average Public Per-Share Repurchase Price of $378.50.

How many derivative securities does the insider still own after the transaction?

Newhouse retains 15,511,283 Class B units indirectly.

Was this an open-market sale of CHTR shares?

No. The transaction was an issuer repurchase exempt under Rule 16b-3; no Class A shares were sold on the market.

Can the Class B units be converted into CHTR Class A stock?

Yes. Each unit is exchangeable 1-for-1 into Class A shares or cash at Charter’s option, with no expiration date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Newhouse Michael A

(Last) (First) (Middle)

C/O CHARTER COMMUNICATIONS, INC.

400 WASHINGTON BLVD

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Units of Charter Communications Holdings, LLC	(1)	08/06/2025		D			162,694(2)	05/18/2016	(1)	Charter Communications Class A Common Stock	162,694	$378.5(3)	15,511,283	I	Indirect Interest in a Partnership(4)(5)

Explanation of Responses:

1. The Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") are exchangeable by Advance/Newhouse Partnership, a New York partnership ("A/N") at any time into either, at the Issuer's option, (i) shares of Class A Common Stock of the Issuer on a one-for-one basis or (ii) an amount of cash based on the volume-weighted average price of the Class A Common Stock for the two consecutive trading days prior to the date of delivery of A/N's Exchange Notice (as such term is defined under and pursuant to that certain exchange agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N) per Class B Common Unit exchanged and have no expiration date.

2. Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended

3. Represents the Average Public Per Share Repurchase Price (as such term is defined in Annex A to that certain letter agreement, dated as of December 23, 2016, between the Issuer, Charter Holdings and A/N).

4. The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API"), and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the shares of Class A Common Stock of the Issuer and Class B Common Units of Charter Holdings owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N.

5. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer and Class B Common Units of Charter Holdings owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

	/s/ Michael A. Newhouse	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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