Liberty Broadband (LBRDA) officer’s stake erased in Charter merger
Rhea-AI Filing Summary
Liberty Broadband Corp (LBRDA) reported that officer Brian J. Wendling disposed of all reported Liberty Broadband securities on August 19, 2026 in connection with the completion of its merger with Charter Communications, Inc. Under the merger terms, each share of Liberty Broadband Series A Cumulative Redeemable Preferred Stock was automatically converted into one share of newly issued Charter Series A Cumulative Redeemable Preferred Stock, and each share of Series C Common Stock was automatically converted into 0.2360 of a share of Charter Class A Common Stock, with cash paid instead of fractional shares.
Immediately prior to the merger’s effective time, Mr. Wendling’s Liberty Broadband stock options covering shares of Series C Common Stock, which were fully exercisable, were cancelled for no consideration pursuant to the merger agreement. Following these transactions, the Form 4 reports 0 shares of Liberty Broadband Series A preferred and Series C common stock held directly by Mr. Wendling.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 33,795 shares
Net Sell
6 txns
Insider
Wendling Brian J
Role
CAO/PFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option - LBRDK (Right to Buy) F4, F3 | 10,746 | $0.00 | $0.00 |
| Disposition | Stock Option - LBRDK (Right to Buy) F4, F3 | 16,732 | $0.00 | $0.00 |
| Disposition | Stock Option - LBRDK (Right to Buy) F4, F3 | 12,098 | $0.00 | $0.00 |
| Disposition | Stock Option - LBRDK (Right to Buy) F4, F3 | 35,383 | $0.00 | $0.00 |
| Disposition | Series A Cumulative Redeemable Preferred Stock F1 | 18,277 | $0.00 | $0.00 |
| Disposition | Series C Common Stock F2 | 15,518 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option - LBRDK (Right to Buy) — 0 shares (Direct);
Series A Cumulative Redeemable Preferred Stock — 0 shares (Direct);
Series C Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), at the effective time of the Merger (as defined in the Remarks section), each share of the Issuer's Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the Merger was automatically converted into one share of newly issued Charter Communications, Inc. ("Charter") Series A Cumulative Redeemable Preferred Stock.
- F2. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of the Issuer's Series C Common Stock issued and outstanding immediately prior to the effective time of the Merger was automatically converted into 0.2360 of a share of Charter Class A Common Stock, except that cash (without interest) was paid in lieu of fractional shares.
- F3. These options were fully exercisable.
- F4. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, such stock option of the Issuer was cancelled for no consideration.
Key Figures
Series A Preferred shares disposed: 18,277 shares
Series C Common shares disposed: 15,518 shares
Series C conversion ratio: 0.2360 Charter Class A share per Series C Common share
+4 more
7 metrics
Series A Preferred shares disposed
18,277 shares
Series A Cumulative Redeemable Preferred Stock converted into Charter preferred on August 19, 2026
Series C Common shares disposed
15,518 shares
Series C Common Stock converted into Charter Class A Common Stock on August 19, 2026
Series C conversion ratio
0.2360 Charter Class A share per Series C Common share
Automatic conversion at effective time of the merger
Options cancelled (153.39 strike)
10,746 options
Fully exercisable stock option on Series C Common Stock cancelled for no consideration
Options cancelled (153.58 strike)
16,732 options
Fully exercisable stock option on Series C Common Stock cancelled for no consideration
Options cancelled (71.17 strike)
12,098 options
Fully exercisable stock option on Series C Common Stock cancelled for no consideration
Options cancelled (72.31 strike)
35,383 options
Fully exercisable stock option on Series C Common Stock cancelled for no consideration
Key Terms
Cumulative Redeemable Preferred Stock, Class A Common Stock, disposition to issuer, Merger Agreement, +1 more
5 terms
Cumulative Redeemable Preferred Stock financial
"each share of the Issuer's Series A Cumulative Redeemable Preferred Stock"
Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.
Class A Common Stock financial
"converted into 0.2360 of a share of Charter Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer"
Merger Agreement regulatory
"Pursuant to the terms of the Merger Agreement, at the effective time"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
cancelled for no consideration financial
"such stock option of the Issuer was cancelled for no consideration"
FAQ
What insider transaction did Liberty Broadband (LBRDA) report for Brian J. Wendling on August 19, 2026?
Liberty Broadband reported that Brian J. Wendling disposed of all reported Liberty Broadband securities on August 19, 2026, including options and direct holdings, in connection with the merger of Liberty Broadband into a subsidiary of Charter Communications, Inc.
What conversion ratio applied to Liberty Broadband (LBRDA) Series C Common Stock in the merger?
Each share of Liberty Broadband Series C Common Stock outstanding immediately before the effective time of the merger was automatically converted into 0.2360 of a share of Charter Class A Common Stock, with cash paid in lieu of fractional shares.
What happened to Brian J. Wendling’s Liberty Broadband stock options in the transaction involving LBRDA?
Liberty Broadband reported that immediately prior to the merger’s effective time, Mr. Wendling’s fully exercisable stock options on Liberty Broadband Series C Common Stock were cancelled for no consideration under the terms of the merger agreement.
Did Brian J. Wendling retain any Liberty Broadband (LBRDA) Series A Preferred or Series C Common shares after the merger?
No. The Form 4 shows that following the merger-related transactions, Mr. Wendling held 0 shares of Liberty Broadband Series A Cumulative Redeemable Preferred Stock and 0 shares of Series C Common Stock directly.
Was the Liberty Broadband (LBRDA) insider transaction under a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is false, indicating the transactions were not affirmed as being made pursuant to a Rule 10b5-1 trading plan. The disposition arose from the merger terms rather than an open-market trading plan.
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