Liberty Broadband Corp 4

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.