How is the Charter Communications (CHTR) share repurchase linked to a merger agreement?

The filing states the repurchase occurred under Section 5.22(f) of an Agreement and Plan of Merger dated November 12, 2024. That merger agreement allows Charter, subject to certain conditions, to repurchase specified Liberty Broadband-held shares before the merger closes.

Charter Communications (CHTR) repurchases 1.26M shares from Liberty Broadband

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Liberty Broadband Corp, a major stockholder of Charter Communications, disposed of 1,262,078 shares of Charter Class A Common Stock on May 12, 2026. The shares were repurchased by Charter at $204.33 per share in an exempt Rule 16b-3 transaction tied to an Agreement and Plan of Merger and related stock repurchase agreements. After this issuer repurchase, Liberty Broadband continues to hold 38,754,785 Charter shares indirectly through wholly owned subsidiaries.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Liberty Broadband Corp

Role null

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	1,262,078	$204.33	$257.88M

Holdings After Transaction: Class A Common Stock — 38,754,785 shares (Indirect, Held through wholly-owned subsidiaries)

Footnotes (1)

Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to Section 5.22(f) of the Agreement and Plan of Merger, dated as of November 12, 2024, by and among the Reporting Person, the Issuer, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc., which permits the Issuer to repurchase, subject to certain conditions, such shares prior to the consummation of the merger. Consistent with (i) the Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, as amended, dated as of November 12, 2024, by and among the Issuer, the Reporting Person and the other party thereto (the "Shareholders Agreement Amendment") and (ii) the letter agreement regarding stock repurchases, dated as of February 23, 2021, as amended, by and between the Issuer and the Reporting Person (the "Repurchase Letter Agreement"), the repurchase price was calculated as the average price at which the Issuer repurchased shares of common stock (other than Excluded Repurchased Shares as set forth in the Repurchase Letter Agreement and the Shareholders Agreement Amendment) in the 30-day period preceding May 12, 2026.

Key Figures

Shares disposed: 1,262,078 shares Repurchase price: $204.33 per share Shares held after transaction: 38,754,785 shares

3 metrics

Shares disposed 1,262,078 shares Class A Common Stock disposed to issuer on May 12, 2026

Repurchase price $204.33 per share Price for issuer repurchase of Liberty Broadband’s Charter shares

Shares held after transaction 38,754,785 shares Charter Class A shares indirectly held by Liberty Broadband via subsidiaries

Key Terms

Rule 16b-3, Agreement and Plan of Merger, Second Amended and Restated Stockholders Agreement, Repurchase Letter Agreement, +1 more

5 terms

Rule 16b-3 regulatory

"Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Agreement and Plan of Merger financial

"pursuant to Section 5.22(f) of 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.

Second Amended and Restated Stockholders Agreement financial

"Consistent with (i) the Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement"

Repurchase Letter Agreement financial

"and (ii) the letter agreement regarding stock repurchases, dated as of February 23, 2021, as amended, by and between the Issuer and the Reporting Person (the "Repurchase Letter Agreement")"

Excluded Repurchased Shares financial

"other than Excluded Repurchased Shares as set forth in the Repurchase Letter Agreement and the Shareholders Agreement Amendment"

Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 04:33 PM

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^*

Liberty Broadband Corp

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

COLORADO

80112

(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)
05/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/12/2026		D⁽¹⁾		1,262,078	D	$204.33⁽²⁾	38,754,785	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Such shares were sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended, pursuant to Section 5.22(f) of the Agreement and Plan of Merger, dated as of November 12, 2024, by and among the Reporting Person, the Issuer, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc., which permits the Issuer to repurchase, subject to certain conditions, such shares prior to the consummation of the merger.

2. Consistent with (i) the Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, as amended, dated as of November 12, 2024, by and among the Issuer, the Reporting Person and the other party thereto (the "Shareholders Agreement Amendment") and (ii) the letter agreement regarding stock repurchases, dated as of February 23, 2021, as amended, by and between the Issuer and the Reporting Person (the "Repurchase Letter Agreement"), the repurchase price was calculated as the average price at which the Issuer repurchased shares of common stock (other than Excluded Repurchased Shares as set forth in the Repurchase Letter Agreement and the Shareholders Agreement Amendment) in the 30-day period preceding May 12, 2026.

	Liberty Broadband Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President and Assistant Secretary	05/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Liberty Broadband report for Charter Communications (CHTR)?

Liberty Broadband reported an issuer repurchase of 1,262,078 Charter Class A shares. The shares were disposed of back to Charter at a set price under pre-existing agreements related to a merger and stock repurchase framework.

At what price were the Charter Communications (CHTR) shares repurchased from Liberty Broadband?

Charter repurchased the 1,262,078 Class A shares at $204.33 per share. The repurchase price was calculated as the average price of Charter’s qualifying share repurchases during the 30-day period preceding May 12, 2026 under existing agreements.

How many Charter Communications (CHTR) shares does Liberty Broadband hold after this Form 4 transaction?

After the transaction, Liberty Broadband is shown holding 38,754,785 Charter Class A shares. These holdings are indirect, recorded as being held through Liberty Broadband’s wholly owned subsidiaries, according to the Form 4 filing details.

What makes this Charter Communications (CHTR) insider transaction exempt under Rule 16b-3?

The transaction is described as exempt under Rule 16b-3 because Charter repurchased the shares directly from Liberty Broadband. This repurchase occurred pursuant to a merger agreement and related repurchase agreements that specifically permit such issuer repurchases under defined conditions.