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Liberty Broadband (LBRDA) insider has 17K options canceled in Charter deal

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Liberty Broadband Corp (LBRDA) director John E. Welsh III reported transactions tied to the merger of Liberty Broadband into a Charter Communications subsidiary. At the merger’s effective time on August 19, 2026, each Liberty Series A and Series C share was automatically converted into 0.2360 Charter Class A common share, with cash paid in lieu of fractional shares.

In connection with this restructuring, Welsh disposed of 5,000 Series A and 3,917 Series C Liberty shares, leaving 0 shares of each class directly held. In addition, five fully exercisable Liberty stock option grants covering a total of 17,471 underlying Series C shares, with exercise prices ranging from $71.17 to $153.58, were cancelled for no consideration under the merger agreement.

Positive

  • None.

Negative

  • None.
Insider WELSH JOHN E III
Role Director
Type Security Shares Price Value
Disposition Stock Option - LBRDK (Right to Buy) F3, F2 2,242 $0.00 $0.00
Disposition Stock Option - LBRDK (Right to Buy) F3, F2 2,961 $0.00 $0.00
Disposition Stock Option - LBRDK (Right to Buy) F3, F2 2,841 $0.00 $0.00
Disposition Stock Option - LBRDK (Right to Buy) F3, F2 3,243 $0.00 $0.00
Disposition Stock Option - LBRDK (Right to Buy) F3, F2 6,184 $0.00 $0.00
Disposition Series A Common Stock F1 5,000 $0.00 $0.00
Disposition Series C Common Stock F1 3,917 $0.00 $0.00
Holdings After Transaction: Stock Option - LBRDK (Right to Buy) — 0 shares (Direct); Series A Common Stock — 0 shares (Direct); Series C Common Stock — 0 shares (Direct)
Footnotes (3)
  1. 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 Common Stock and 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 Communications, Inc. ("Charter") Class A common stock, except that cash (without interest) was paid in lieu of fractional shares.
  2. F2. These options were fully exercisable.
  3. F3. 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.
Series A Common Stock disposed 5,000 shares Issuer disposition on 2026-08-19; holdings after transaction reported as 0 shares
Series C Common Stock disposed 3,917 shares Issuer disposition on 2026-08-19; holdings after transaction reported as 0 shares
Stock option cancelled (exercise price) $153.58 per share 2,242-option grant; fully exercisable; expiration 2027-12-07; cancelled for no consideration
Stock option cancelled (exercise price) $147.33 per share 2,961-option grant; fully exercisable; expiration 2028-12-07; cancelled for no consideration
Stock option cancelled (exercise price) $110.24 per share 2,841-option grant; fully exercisable; expiration 2026-12-10; cancelled for no consideration
Stock option cancelled (exercise price) $71.17 per share 3,243-option grant; fully exercisable; expiration 2030-12-11; cancelled for no consideration
Stock option cancelled (exercise price) $83.37 per share 6,184-option grant; fully exercisable; expiration 2029-12-12; cancelled for no consideration
Share conversion ratio 0.2360 Charter Class A share per Liberty share Each Liberty Series A and Series C share converted at this ratio at the merger effective time
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.
effective time of the Merger regulatory
"at the effective time of the Merger, each share of the Issuer's Series A"
The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.
Class A common stock financial
"converted into 0.2360 of a share of Charter Communications, Inc. 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.
Series C Common Stock financial
"each share of the Issuer's Series A Common Stock and Series C Common Stock"
Series C common stock is a specific class of a company’s ordinary shares that is labeled “Series C” to distinguish its rights and history from other share classes. Investors should care because these shares can carry different voting power, dividend rules, or priority if the company is sold, so owning Series C is like having a particular model of a product with slightly different features that affect control, payout and value compared with other share classes.
cancelled for no consideration financial
"such stock option of the Issuer was cancelled for no consideration"

FAQ

What insider transactions did John E. Welsh III report for Liberty Broadband (LBRDA)?

John E. Welsh III reported dispositions on August 19, 2026 of 5,000 shares of Liberty Broadband Series A Common Stock, 3,917 shares of Series C Common Stock, and the cancellation for no consideration of five fully exercisable Liberty stock option grants covering 17,471 underlying Series C shares.

How were Liberty Broadband (LBRDA) shares converted in the merger with Charter?

Each share of Liberty Broadband Series A Common Stock and Series C Common Stock outstanding immediately before the merger was automatically converted into 0.2360 of a share of Charter Communications, Inc. Class A common stock, with cash paid in lieu of fractional shares.

What happened to John E. Welsh III’s Liberty Broadband common stock holdings?

Welsh disposed of 5,000 Series A and 3,917 Series C Liberty Broadband shares in issuer transactions tied to the merger. After these transactions, his directly held Series A and Series C Common Stock positions were reported as 0 shares.

What happened to the Liberty Broadband stock options held by John E. Welsh III?

Five fully exercisable Liberty Broadband stock option awards, each for 2,242; 2,961; 2,841; 3,243; and 6,184 underlying Series C shares with exercise prices from $71.17 to $153.58, were cancelled for no consideration immediately prior to the merger’s effective time.

Were John E. Welsh III’s Liberty Broadband options vested before cancellation?

Yes. A footnote states that “These options were fully exercisable” before the merger. Despite being fully exercisable, another footnote explains they were cancelled for no consideration pursuant to the terms of the merger agreement immediately prior to the effective time.

Was a Rule 10b5-1 trading plan involved in these Liberty Broadband (LBRDA) transactions?

No. The Form 4 indicates the Rule 10b5-1 checkbox as not checked, and there is no footnote indicating that these transactions were executed under a Rule 10b5-1 or other pre-arranged trading plan.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
WELSH JOHN E III

(Last)(First)(Middle)
12300 LIBERTY BLVD.

(Street)
ENGLEWOOD COLORADO 80112

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Liberty Broadband Corp [ LBRDK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Series A Common Stock08/19/2026D5,000D$0.0000(1)0.0000D
Series C Common Stock08/19/2026D3,917D$0.0000(1)0.0000D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option - LBRDK (Right to Buy)$153.5808/19/2026D2,242 (2)12/07/2027Series C Common Stock2,242$0.0000(3)0.0000D
Stock Option - LBRDK (Right to Buy)$147.3308/19/2026D2,961 (2)12/07/2028Series C Common Stock2,961$0.0000(3)0.0000D
Stock Option - LBRDK (Right to Buy)$110.2408/19/2026D2,841 (2)12/10/2026Series C Common Stock2,841$0.0000(3)0.0000D
Stock Option - LBRDK (Right to Buy)$71.1708/19/2026D3,243 (2)12/11/2030Series C Common Stock3,243$0.0000(3)0.0000D
Stock Option - LBRDK (Right to Buy)$83.3708/19/2026D6,184 (2)12/12/2029Series C Common Stock6,184$0.0000(3)0.0000D
Explanation of Responses:
1. 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 Common Stock and 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 Communications, Inc. ("Charter") Class A common stock, except that cash (without interest) was paid in lieu of fractional shares.
2. These options were fully exercisable.
3. 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.
Remarks:
Pursuant to the Agreement and Plan of Merger, dated as of November 12, 2024 (the "Merger Agreement"), by and among the Issuer, Charter, Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Charter ("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 Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Issuer (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger") with Merger LLC surviving the Upstream Merger as the surviving company and a wholly owned subsidiary of Charter.
/s/ Brittany A. Uthoff as Attorney-in-Fact for John E. Welsh, III08/20/2026
** Signature of Reporting PersonDate
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)