Form 4: Liberty Broadband Sells CHTR Shares to Issuer

Sentiment:

Insider Transaction Report


Liberty Broadband Corp, a 10% owner and director of Charter Communications, sold 369,796 shares of Class A Common Stock to the issuer for $270.42 per share.

Summary

  • Liberty Broadband Corp, a 10% owner and director of Charter Communications, disposed of 369,796 shares of Class A Common Stock.
  • The transaction occurred on November 14, 2025, at a price of $270.42 per share.
  • The sale was made to Charter Communications (the Issuer) as an exempt transaction under Rule 16b-3 of the Securities Exchange Act of 1934.
  • This transaction was conducted under the terms of existing agreements, including the Second Amended and Restated Stockholders Agreement (dated May 23, 2015, as amended), a letter agreement (dated February 23, 2021), and Amendment No. 1 (dated November 12, 2024).
  • Following the transaction, Liberty Broadband Corp beneficially owns 42,012,431 shares indirectly through wholly-owned subsidiaries.

Sentiment

Score: 6

Explanation: The filing reports a pre-arranged sale of shares by a significant insider to the issuer, Charter Communications, as part of a share repurchase program. This is a structured transaction rather than an open market sale, which can be viewed as a positive capital allocation strategy for Charter's remaining shareholders.

Positives

  • Charter Communications repurchased 369,796 shares of its Class A Common Stock from Liberty Broadband Corp, which can be accretive to earnings per share for remaining shareholders by reducing the outstanding share count.

Negatives

  • Liberty Broadband Corp, a significant shareholder and director, reduced its beneficial ownership in Charter Communications by 369,796 shares.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Amendment to Stockholders AgreementAmendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated November 12, 2024, which governs the relationship and transactions between the Issuer and the Reporting Person.2024-11-12This amendment facilitates the reported share transaction and likely clarifies or modifies terms related to beneficial ownership and share dealings between Charter Communications and Liberty Broadband Corp.

Related Party Transactions

  • The sale of 369,796 shares of Class A Common Stock by Liberty Broadband Corp (a 10% owner and director) to Charter Communications (the Issuer) is a related-party transaction, conducted under pre-existing agreements.

Stakeholder Impact

  • Shareholders (CHTR): The share repurchase could be accretive to earnings per share, potentially increasing shareholder value by reducing the outstanding share count.
  • Liberty Broadband Corp: Reduces its beneficial ownership in Charter Communications, potentially as part of a portfolio rebalancing or strategic agreement.

Key Dates

DateDescription
2015-05-23Original date of the Second Amended and Restated Stockholders Agreement.
2021-02-23Date of the letter agreement between the Issuer and the Reporting Person.
2024-11-12Date of Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement.
2025-11-14Date of the reported transaction (sale of Class A Common Stock) and filing signature date.

Recommendation

hold

This Form 4 reports a pre-scheduled, exempt transaction where Liberty Broadband Corp sold shares back to Charter Communications. This is a corporate action rather than an open market sale driven by new market sentiment. While a share repurchase can be mildly positive for existing shareholders, this filing alone does not provide sufficient new information to change an investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

CHTR, Liberty Broadband, insider transaction, Form 4, share sale, stock repurchase, beneficial ownership, Charter Communications, Rule 10b5-1(c), Rule 16b-3

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