Form 4: Charter Communications Director Sells Over 178,000 Class B Common Units to Issuer in Exempt Transaction

Michael A. Newhouse, a Director of Charter Communications, Inc., reported the sale of 178,887 Class B Common Units of Charter Communications Holdings, LLC to the issuer for approximately $392.47 per unit.

Summary

• Michael A. Newhouse, a Director of Charter Communications, Inc. (CHTR), reported the disposal of 178,887 Class B Common Units of Charter Communications Holdings, LLC.
• The transaction occurred on June 6, 2025, and involved the sale of these units directly to the Issuer.
• The units were sold at an average price of $392.47 per unit, which is defined as the Average Public Per Share Repurchase Price.
• This sale was conducted as an exempt transaction under Rule 16b-3 of the Securities Exchange Act of 1934.
• Following this transaction, Mr. Newhouse's indirect beneficial ownership of Class B Common Units stands at 15,824,243, held through an indirect interest in the Advance/Newhouse Partnership.
• The Class B Common Units are exchangeable into Charter Communications Class A Common Stock on a one-for-one basis or an equivalent cash amount at the Issuer's option, and have no expiration date.

Sentiment

Score: 6

Explanation: The transaction is a routine insider disclosure of a sale to the issuer, likely part of a pre-arranged repurchase. While a director selling can sometimes be seen negatively, the sale *to the issuer* as part of a repurchase program is generally viewed as a neutral to slightly positive event for the company as it reduces outstanding shares. The large remaining indirect holding also mitigates any strong negative sentiment.

Positives

• The sale was to the Issuer, indicating a share repurchase by Charter Communications, which can be a positive signal for shareholders as it reduces the number of outstanding shares and can potentially boost earnings per share.
• The transaction was exempt under Rule 16b-3, suggesting it was part of a pre-approved plan or a compensatory grant/award, which is a standard and expected type of insider transaction.

Negatives

• A director selling a significant number of units, even to the issuer, could be perceived by some investors as a lack of confidence, though the context of a repurchase program mitigates this.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• "The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer and Class B Common Units of Charter Holdings owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose."

Industry Context

This filing is a routine insider transaction disclosure. While it does not directly address broader industry trends, a company repurchasing its own units/shares, even from an insider, can reflect management's view on valuation or capital allocation strategy within the telecommunications and media industry.

Related Party Transactions

• The transaction involves Michael A. Newhouse, a Director of Charter Communications, Inc., selling units to the Issuer.
• The Class B Common Units are held indirectly by the reporting person through the Advance/Newhouse Partnership (A/N), which is linked to entities (Advance Long-Term Management Trust, Advance Publications, Inc., and Newhouse Broadcasting Corporation) with which Mr. Newhouse has affiliations. This structure indicates a pre-existing relationship and framework for such transactions between the insider and the company/related entities.

Stakeholder Impact

• Shareholders: The repurchase of units by the Issuer can be accretive to earnings per share for existing Class A shareholders by reducing the overall share count.
• Reporting Person: Michael A. Newhouse monetizes a portion of his indirect holdings in Charter Communications Holdings, LLC.

Key Dates

Recommendation

Keywords

Charter Communications, CHTR, SEC Form 4, Insider Transaction, Director Sale, Share Repurchase, Class B Common Units, Michael A. Newhouse, Advance/Newhouse Partnership, Equity Disposal