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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): July 1, 2025

 

LIBERTY BROADBAND CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware  001-36713  47-1211994
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

Registrant's telephone number, including area code: (720) 875-5700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which
registered
Series A common stock LBRDA The Nasdaq Stock Market LLC
Series C common stock LBRDK The Nasdaq Stock Market LLC
Series A Cumulative Redeemable preferred stock LBRDP The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

GCI Liberty, Inc. (“GCI Liberty”), currently a wholly owned subsidiary of Liberty Broadband Corporation (“Liberty Broadband”), previously filed a registration statement on Form S-1, initially filed on March 31, 2025 (File No. 333-286272) (as amended, the “Registration Statement”), with the Securities and Exchange Commission (the “SEC”) to register the dividend of shares of GCI Liberty’s Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock to Liberty Broadband stockholders (the “distribution”), as of the date of the distribution, in order to effect the separation of GCI Liberty from Liberty Broadband (the “separation”), such that GCI Liberty will be an independent publicly traded company, in connection with the previously announced acquisition of Liberty Broadband by Charter Communications, Inc. (Nasdaq: CHTR).

 

On June 23, 2025, the Registration Statement was declared effective by the SEC. GCI Liberty subsequently filed a final prospectus on July 1, 2025, which forms a part of the Registration Statement and includes additional information related to the distribution and GCI Liberty’s business and management following the separation.

 

This Current Report on Form 8-K is being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 1, 2025

 

  LIBERTY BROADBAND CORPORATION
     
  By: /s/ Brittany A. Uthoff
    Name: Brittany A. Uthoff
    Title: Vice President