CHTR insider sells $61.6M units; Charter executes accretive buyback

Rhea-AI Filing Summary

Form 4 highlights: On 08/06/2025 Advance/Newhouse Partnership and affiliated Newhouse entities—collectively a >10 % owner and board representatives of Charter Communications (CHTR)—sold 162,694 Class B Common Units of Charter Communications Holdings to the issuer at $378.50 per unit (≈ $61.6 million). The transaction was executed under Rule 16b-3 and counts as part of Charter’s authorized share-repurchase framework.

The Class B units are exchangeable, at Charter’s option, into either one share of Class A common stock or the cash equivalent, so the sale immediately reduces the potential fully diluted share count. Following the disposition, the reporting group still beneficially owns 15,511,283 Class B units, implying only a ~1 % reduction in its position and confirming continued strategic control.

Positive

• Accretive share reduction: Charter cancels 162,694 exchangeable units, slightly lowering diluted share count and supporting EPS.

Negative

• Insider sale signal: Even though small, disposal by a >10 % owner may be viewed as reduced confidence.

Insights

Financial Analyst

TL;DR: 10 % owner trims stake by 1 %, Charter executes $61 m buyback; dilution falls marginally, control unchanged.

Charter used cash to repurchase 162.7 k Class B units from its largest outside shareholder at $378.50—close to recent market levels—removing an equal number of potential Class A shares. The outlay is modest relative to Charter’s ongoing multi-billion-dollar buyback program and marginally accretive to EPS. Insider selling can be perceived negatively, yet the negligible size (<1 % of holding) signals portfolio re-balancing rather than a shift in thesis. Overall impact on valuation and governance is limited.

Insider Trade Summary

Disposition: 162,694 shares

Disposition 1 txn

Insider ADVANCE/NEWHOUSE PARTNERSHIP, ADVANCE LONG-TERM MANAGEMENT TRUST, ADVANCE PUBLICATIONS, INC, NEWHOUSE BROADCASTING CORP, NEWHOUSE FAMILY HOLDINGS, L.P.

Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner

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 contracts (Indirect, See Remarks)

Footnotes (3)

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).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Charter (CHTR) units were sold in this Form 4?

The Newhouse entities disposed of 162,694 Class B Common Units.

What price did Charter Communications pay for the repurchased units?

The units were sold to the issuer at $378.50 per unit.

What is the ownership stake of Advance/Newhouse after the transaction?

They still hold 15,511,283 Class B units, remaining a >10 % shareholder.

Does the transaction affect Charter’s diluted share count?

Yes; retiring the exchangeable units marginally reduces the potential diluted share base.

Was the sale part of a 10b5-1 plan or exempt transaction?

It was an exempt Rule 16b-3 transaction between the insider and the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/07/2025 - 01:28 PM Learn about SEC filing dates

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^*

ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)

6350 COURT STREET

(Street)

EAST SYRACUSE NY 13057-1211

(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	X	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)

	Form filed by One Reporting Person
X	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	See Remarks

1. Name and Address of Reporting Person^*

ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)

6350 COURT STREET

(Street)

EAST SYRACUSE NY 13057-1211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVANCE LONG-TERM MANAGEMENT TRUST

(Last) (First) (Middle)

C/O ROBINSON MILLER LLC

110 EDISON PL, SUITE 302

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVANCE PUBLICATIONS, INC

(Last) (First) (Middle)

ONE WORLD TRADE CENTER

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEWHOUSE BROADCASTING CORP

(Last) (First) (Middle)

ONE WORLD TRADE CENTER

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEWHOUSE FAMILY HOLDINGS, L.P.

(Last) (First) (Middle)

ONE WORLD TRADE CENTER

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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).

Remarks:

Each of Newhouse Broadcasting Corporation, Advance Publications, Inc., Newhouse Family Holdings, L.P. and Advance Long-Term Management Trust may be deemed to beneficially own the Class B Common Units held by A/N due to their control of A/N.

	Advance/Newhouse Partnership, By: /s/ Oren Klein, Chief Financial Officer	08/07/2025
	Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee	08/07/2025
	Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer	08/07/2025
	Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer	08/07/2025
	Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee	08/07/2025
	** Signature of Reporting Person	Date
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