Liberty Broadband walks away from Charter Communications (CHTR)

Rhea-AI Filing Summary

Charter Communications, Inc. (CHTR) reported a restructuring-related change in insider ownership by Liberty Broadband Corp, a director and more-than-10% owner. On August 19, 2026, in connection with a merger combination in which Charter acquired Liberty Broadband through merger subsidiaries, Liberty Broadband disposed of 38,583,663 shares of Class A Common Stock previously held indirectly through wholly owned subsidiaries and now reports 0 shares beneficially owned, ceasing to be subject to Section 16 reporting with respect to Charter.

Insider Trade Summary

Net Seller: 38,583,663 shares

Net Sell 1 txn

Insider Liberty Broadband Corp

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Stock F1	38,583,663	--	--

Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, Held through wholly-owned subsidiaries)

Footnotes (1)

1. F1. On August 19, 2026, as a result of the Combination (as defined in the Remarks section), the Issuer acquired the Reporting Person (as defined in the Remarks section), with Merger LLC (as defined in the Remarks section) surviving as a wholly owned subsidiary of the Issuer. As a result of the Combination, the Reporting Person no longer beneficially owns any shares of Common Stock and the Reporting Person ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer.

Key Figures

Shares disposed in restructuring: 38,583,663 shares of Class A Common Stock Shares beneficially owned after transaction: 0 shares Transaction code: J (Other acquisition or disposition) +1 more

4 metrics

Shares disposed in restructuring 38,583,663 shares of Class A Common Stock Code J transaction on August 19, 2026 by Liberty Broadband Corp

Shares beneficially owned after transaction 0 shares Post-transaction holdings of Liberty Broadband Corp in Charter

Transaction code J (Other acquisition or disposition) Indicates restructuring-related change in ownership, not an open-market trade

Section 16 status Ceased to be subject to Section 16 obligations Status of Liberty Broadband Corp with respect to Charter after the combination

Key Terms

Agreement and Plan of Merger, wholly owned subsidiary, Section 16 of the Securities Exchange Act of 1934, beneficially owns

4 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of November 12, 2024"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

wholly owned subsidiary financial

"Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

Section 16 of the Securities Exchange Act of 1934 regulatory

"ceased to be subject to the obligations of Section 16 of the Securities Exchange Act"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

beneficially owns financial

"the Reporting Person no longer beneficially owns any shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

What insider ownership change at CHTR is disclosed in this Form 4?

Liberty Broadband Corp reported a restructuring-related disposition of 38,583,663 shares of Charter Class A Common Stock it previously held indirectly. Following the transaction, Liberty Broadband reports owning 0 shares of Charter common stock.

Who is the reporting person in this CHTR Form 4 and what was their role?

The reporting person is Liberty Broadband Corp, which was identified as both a director and a more-than-10% owner of Charter Communications, Inc. prior to the restructuring transaction.

What type of transaction did Liberty Broadband report for CHTR on August 19, 2026?

Liberty Broadband reported a Code J transaction, described as an other acquisition or disposition, reflecting a restructuring event rather than an open-market purchase or sale, involving 38,583,663 shares of Charter Class A Common Stock.

How did the merger combination affect Liberty Broadband’s CHTR holdings?

As a result of the merger combination in which Charter, through Merger LLC, acquired Liberty Broadband, the reporting person states it no longer beneficially owns any shares of Charter common stock and its post-transaction holdings are 0 shares.

Is Liberty Broadband still subject to Section 16 reporting for CHTR after this transaction?

No. The footnote states that, following the combination in which Charter acquired Liberty Broadband, the reporting person ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to Charter.

Were Liberty Broadband’s CHTR shares held directly or indirectly before the transaction?

Before the restructuring, Liberty Broadband’s interest in Charter was reported as indirect, with the nature of ownership noted as “Held through wholly-owned subsidiaries.”

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 06:12 PM Accepted by SEC EDGAR 08/21/2026 - 06:11 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

X

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^*

Liberty Broadband Corp

(Last) (First) (Middle)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

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	08/19/2026		J(1)		38,583,663	D	(1)	0	I	Held through wholly-owned subsidiaries

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

Explanation of Responses:

1. On August 19, 2026, as a result of the Combination (as defined in the Remarks section), the Issuer acquired the Reporting Person (as defined in the Remarks section), with Merger LLC (as defined in the Remarks section) surviving as a wholly owned subsidiary of the Issuer. As a result of the Combination, the Reporting Person no longer beneficially owns any shares of Common Stock and the Reporting Person ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer.

Remarks:

Pursuant to the Agreement and Plan of Merger, dated as of November 12, 2024 (the "Merger Agreement"), by and among the Reporting Person, the Issuer, Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Merger LLC"), and Fusion Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC ("Merger Sub"), on August 19, 2026, Merger Sub merged with and into the Reporting Person (the "Merger"), with the Reporting Person surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Reporting Person (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger," and together with the Merger, the "Combination"), with Merger LLC surviving the Upstream Merger as the surviving company and a wholly owned subsidiary of the Issuer.

	Fusion Merger Sub 1, LLC, as successor by merger to Liberty Broadband Corporation. By: /s/ Jessica M. Fischer. Name: Jessica M. Fischer, Title: Chief Financial Officer	08/21/2026
	** 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)