Form 4: Liberty Broadband Sells 481K CHTR Shares to Issuer
Insider Transaction Disclosure
Liberty Broadband Corp, a 10% owner and director, sold 481,371 shares of Charter Communications Class A Common Stock back to the issuer for $207.74 per share.
Summary
- Liberty Broadband Corp, a director and 10% owner of Charter Communications, Inc. (CHTR), disposed of 481,371 shares of CHTR Class A Common Stock.
- The transaction occurred on December 11, 2025, with shares sold at a price of $207.74 per share.
- The sale was made to the Issuer (Charter Communications) in an exempt transaction under Rule 16b-3 of the Securities Exchange Act of 1934.
- This transaction was conducted pursuant to the terms of the Second Amended and Restated Stockholders Agreement (dated May 23, 2015, as amended), a letter agreement (dated February 23, 2021), and Amendment No. 1 to these agreements (dated November 12, 2024).
- Following this transaction, Liberty Broadband Corp beneficially owns 41,531,060 shares of Class A Common Stock, held indirectly through wholly-owned subsidiaries.
Sentiment
Score: 6
Explanation: The transaction is a planned insider sale to the issuer, which can be seen as neutral for the seller but potentially positive for remaining shareholders due to the issuer's share repurchase. The pre-arranged nature mitigates negative interpretations.
Positives
- The issuer's repurchase of shares can be viewed positively by remaining shareholders as it may reduce the outstanding share count and potentially increase earnings per share.
- The transaction was pre-arranged and exempt under Rule 16b-3, indicating an orderly and planned capital allocation strategy.
Negatives
- A significant 10% owner and director reducing its stake, even in a planned transaction, could be interpreted by some investors as a lack of conviction or a strategic shift.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding future company performance or strategic direction.
Management Comments
- The transaction was signed by Brittany A. Uthoff, Vice President of Liberty Broadband Corporation.
Industry Context
This transaction reflects an internal capital management decision by a significant shareholder and the issuer, rather than a direct response to broader industry trends. However, share repurchases are a common capital allocation strategy in mature industries like telecommunications, often used to return value to shareholders.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reference to Existing Agreements | The transaction was executed under the terms of the Second Amended and Restated Stockholders Agreement, a letter agreement, and Amendment No. 1 to these agreements, indicating adherence to established corporate governance frameworks for significant shareholder transactions. | 2025-12-11 | Reinforces the existence and application of pre-defined agreements governing the relationship and transactions between the issuer and a significant shareholder/director. |
Related Party Transactions
- Liberty Broadband Corp, a 10% owner and director of Charter Communications, Inc., sold shares directly to the Issuer. This constitutes a related party transaction.
Stakeholder Impact
- Shareholders of Charter Communications: The share repurchase by the issuer could lead to a reduced share count, potentially increasing earnings per share and shareholder value for remaining investors.
- Liberty Broadband Corp: Monetizes a portion of its investment in Charter Communications, adjusting its portfolio allocation.
Key Dates
| Date | Description |
|---|---|
| 2015-05-23 | Date of the Second Amended and Restated Stockholders Agreement. |
| 2021-02-23 | Date of the letter agreement between the Issuer and the Reporting Person. |
| 2024-11-12 | Date of Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement. |
| 2025-12-11 | Date of the reported transaction where shares were disposed of. |
Keywords
Liberty Broadband, Charter Communications, CHTR, Insider Trading, Form 4, Share Repurchase, Stock Sale, Equity Transaction, 10% Owner, Director
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