Liberty Broadband Corp 4
4 · CHARTER COMMUNICATIONS, INC. /MO/ · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Charter (CHTR) 10% Owner Liberty Broadband Sells 1.26M Shares
What Happened
Liberty Broadband Corp., disclosed as a 10% owner of Charter Communications (CHTR), disposed of 1,262,078 shares to the issuer on May 12, 2026. The shares were repurchased by Charter at $204.33 per share for an aggregate amount of $257,880,398. This was a disposition to the issuer (repurchase) under merger-related agreements and treated as an exempt transaction under Rule 16b-3.
Key Details
- Transaction date and price: May 12, 2026 — 1,262,078 shares at $204.33 each (total $257,880,398).
- Transaction type/code: Disposition to issuer (D) — not an open-market sale.
- Shares owned after transaction: Not specified in the provided filing.
- Filing timeliness: Reported on Form 4 filed May 14, 2026 (appears timely following the May 12 transaction).
- Notable footnotes:
- Footnote 1: Sale was to the issuer in an exempt transaction under Rule 16b-3 per Section 5.22(f) of the November 12, 2024 merger agreement, permitting repurchase prior to merger closing.
- Footnote 2: Repurchase price was calculated as the average price at which Charter repurchased shares (excluding certain shares) in the 30 days before May 12, 2026, consistent with amended shareholder and repurchase agreements.
Context
- This was a contractual repurchase tied to merger provisions and seller/issuer agreements — different from an insider selling on the open market.
- As a 10% owner (institutional holder), Liberty Broadband’s transaction reflects contract terms and corporate actions rather than a typical executive trading signal; it should be interpreted accordingly.
Insider Transaction Report
Form 4
Liberty Broadband Corp
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-05-12$204.33/sh−1,262,078$257,880,398→ 38,754,785 total(indirect: Held through wholly-owned subsidiaries)
Footnotes (2)
- [F1]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.
- [F2]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.
Signature
Liberty Broadband Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President and Assistant Secretary|2026-05-14