Rutledge (CHTR) exercises 1.6M Charter options, gets restricted stock awards

Rhea-AI Filing Summary

Charter Communications director emeritus Thomas Rutledge exercised expiring stock options and received stock-based compensation. On April 21, 2026, he exercised options covering 1,627,560 shares of Class A Common Stock at exercise prices of $232.34 and $222.92 per share under the 2009 Stock Incentive Plan.

To cover exercise costs and related taxes, 1,574,809 shares were withheld at prices around $241.53–$241.55 per share, which is recorded as tax-withholding dispositions rather than open‑market sales. After these transactions, his reported direct Class A Common Stock holdings were 57,395 shares.

Rutledge also received two grants of restricted stock totaling 1,407 shares, valued at $225,000 and $120,000 on the grant date, which are scheduled to fully vest at the company’s annual stockholder meeting in 2027. Additional 9,100 shares are held in trusts for his adult children, where he serves as trustee and disclaims beneficial ownership.

Insights

Equity compensation analyst

Rutledge exercised expiring options and paid taxes via share withholding, a routine equity-compensation event.

The filing shows Thomas Rutledge exercising stock options on 1,627,560 shares of Charter Communications Class A stock at exercise prices of $232.34 and $222.92. Footnotes state the exercises addressed the near-term expiration of grants from 2016 under the 2009 Stock Incentive Plan.

To fund the exercise price and tax obligations, the company withheld 1,574,809 shares at around $241.53–$241.55 per share. These F‑code entries are tax-withholding dispositions, not open‑market sales, so they carry limited signaling value about Rutledge’s view of the stock.

After the transactions, Rutledge reported 57,395 shares held directly, plus trust-held shares for his adult children where he disclaims beneficial ownership. Two restricted stock grants valued at $225,000 and $120,000, vesting at the 2027 annual meeting, represent compensation rather than market purchases or sales.

Insider Trade Summary

1,627,560 shares exercised/converted

Mixed 10 txns

Insider Rutledge Thomas

Role null

Type	Security	Shares	Price	Value
Exercise	Stock Options	904,200	$0.00	--
Exercise	Stock Options	723,360	$0.00	--
Exercise	Class A Common Stock	904,200	$222.92	$201.56M
Tax Withholding	Class A Common Stock	866,248	$241.525	$209.22M
Exercise	Class A Common Stock	723,360	$232.34	$168.07M
Tax Withholding	Class A Common Stock	708,561	$241.55	$171.15M
Grant/Award	Class A Common Stock	918	$0.00	--
Grant/Award	Class A Common Stock	489	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Options — 0 shares (Direct, null); Class A Common Stock — 923,643 shares (Direct, null); Class A Common Stock — 9,100 shares (Indirect, By trust)

Footnotes (1)

1. To address the near-term expiration of stock options granted on April 25, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan. Withholding of securities for the purpose of paying the exercise price and taxes. To address the near-term expiration of stock options granted on April 26, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan. Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027. Grant of Restricted Stock (price not applicable) under an election offered by the Company to its director emeritus to accept director emeritus retainer in stock in lieu of cash valued at $120,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027. These shares are held in a trust for the benefit of A Alonso, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are held in a trust for the benefit of TP Rutledge, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Key Figures

Options exercised: 1,627,560 shares Exercise prices: $232.34 and $222.92 per share Shares withheld for taxes: 1,574,809 shares +3 more

6 metrics

Options exercised 1,627,560 shares Stock options converted to Class A Common Stock on April 21, 2026

Exercise prices $232.34 and $222.92 per share Strike prices for exercised stock options granted in 2016

Shares withheld for taxes 1,574,809 shares Tax-withholding dispositions at about $241.53–$241.55 per share

Restricted stock granted 1,407 shares Grants valued at $225,000 and $120,000, vesting at 2027 meeting

Direct holdings after transactions 57,395 shares Class A Common Stock held directly following April 21, 2026 actions

Trust-held shares 9,100 shares Held in trusts for adult children; beneficial ownership disclaimed

Key Terms

Stock Options, Restricted Stock, tax-withholding disposition, derivative exercise/conversion, +2 more

6 terms

Stock Options financial

"security_title": "Stock Options""

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

Restricted Stock financial

"Grant of Restricted Stock (price not applicable) valued at $225,000"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

2009 Stock Incentive Plan financial

"exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan"

Section 16 regulatory

"beneficial owner of these securities for purposes of Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 Insider Transactions: What Each Field Means →

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^*

Rutledge Thomas

(Last) (First) (Middle)

C/O CHARTER COMMUNICATIONS, INC.

400 WASHINGTON BLVD.

(Street)

STAMFORD CONNECTICUT 06902

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

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

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

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

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
Class A Common Stock	04/21/2026		M		904,200(1)	A	$222.92	923,643	D
Class A Common Stock	04/21/2026		F		866,248(2)	D	$241.525	57,395	D
Class A Common Stock	04/21/2026		M		723,360(3)	A	$232.34	780,755	D
Class A Common Stock	04/21/2026		F		708,561(2)	D	$241.55	72,194	D
Class A Common Stock	04/21/2026		A		918(4)	A	$0	73,112	D
Class A Common Stock	04/21/2026		A		489(5)	A	$0	73,601	D
Class A Common Stock								9,100	I	By trust(6)
Class A Common Stock								9,100	I	By trust(7)

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
Stock Options	$222.92	04/21/2026		M			904,200(1)	04/25/2019	04/25/2026	Class A Common Stock	904,200	$0	0	D
Stock Options	$232.34	04/21/2026		M			723,360(3)	04/26/2019	04/26/2026	Class A Common Stock	723,360	$0	0	D

Explanation of Responses:

1. To address the near-term expiration of stock options granted on April 25, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan.

2. Withholding of securities for the purpose of paying the exercise price and taxes.

3. To address the near-term expiration of stock options granted on April 26, 2016, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan.

4. Grant of Restricted Stock (price not applicable) valued at $225,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

5. Grant of Restricted Stock (price not applicable) under an election offered by the Company to its director emeritus to accept director emeritus retainer in stock in lieu of cash valued at $120,000 on date of grant, to fully vest on the date of the Company's annual meeting of stockholders in 2027.

6. These shares are held in a trust for the benefit of A Alonso, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

7. These shares are held in a trust for the benefit of TP Rutledge, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/Jennifer A. Smith as attorney-in-fact for Thomas M. Rutledge	04/23/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Thomas Rutledge do in this Charter (CHTR) Form 4 filing?

Thomas Rutledge exercised stock options for over 1.6 million shares of Charter Class A Common Stock and settled the exercise price and taxes through share withholding, while also receiving new restricted stock grants as equity compensation under the company’s 2009 Stock Incentive Plan.

How many Charter (CHTR) options did Rutledge exercise and at what prices?

Rutledge exercised stock options covering 1,627,560 shares of Charter Class A stock at exercise prices of $232.34 and $222.92 per share. These options were originally granted in 2016 and were approaching expiration, prompting the exercise disclosed in this filing.

Were there any open-market sales by Rutledge in this Charter (CHTR) Form 4?

The filing shows tax-withholding dispositions of 1,574,809 shares at about $241.53–$241.55 per share, coded as “F”. These entries reflect shares withheld to pay the exercise price and taxes, rather than open‑market sales initiated by Rutledge in the public market.

What restricted stock awards did Rutledge receive from Charter (CHTR)?

Rutledge received two restricted stock grants totaling 1,407 shares, valued at $225,000 and $120,000 on the grant date. One is a standard restricted stock grant and the other is in lieu of cash retainer, both vesting at the 2027 annual stockholder meeting.

How many Charter (CHTR) shares does Rutledge hold after these transactions?

After the reported transactions, Rutledge directly holds 57,395 shares of Charter Class A Common Stock. An additional 9,100 shares are held in trusts for his adult children, where he serves as trustee but disclaims beneficial ownership according to the filing’s footnotes.

What is the significance of the trust-held Charter (CHTR) shares in this Form 4?

The filing notes 9,100 shares held in trusts for Rutledge’s adult children. He is trustee but not a beneficiary and explicitly disclaims beneficial ownership, meaning these shares are attributed to the trusts’ beneficiaries rather than to Rutledge for Section 16 ownership purposes.