Liberty Broadband (NASDAQ: LBRDA) removes leftover stock offering after Charter deal

Rhea-AI Filing Summary

Liberty Broadband Corp (LBRDA), now a wholly owned subsidiary of Charter Communications through Fusion Merger Sub 1, LLC, filed a post-effective amendment to its Form S-3 shelf registration. The filing deregisters any remaining unsold securities that had been registered.

The deregistration covers 5,380 shares of Liberty Broadband’s Series C common stock that were issuable under the GCI Liberty, Inc. Transitional Stock Adjustment Plan. Following the August 19, 2026 merger and subsequent upstream merger, all offerings under the prior S-3 registration statement are terminated, and the unsold shares are formally removed from registration.

Key Figures

Shares deregistered: 5,380 shares of Series C common stock Merger date: August 19, 2026 Post-effective amendment date: August 20, 2026 +1 more

4 metrics

Shares deregistered 5,380 shares of Series C common stock Unsold shares originally registered on Form S-3 and issuable under the GCI Liberty, Inc. Transitional Stock Adjustment Plan

Merger date August 19, 2026 Date Liberty Broadband merged with Charter’s indirect subsidiary and then into Fusion Merger Sub 1, LLC

Post-effective amendment date August 20, 2026 Date the post-effective amendment to Form S-3 was signed in Stamford, Connecticut

Registration statement file number 333-277158 Original Form S-3 registration statement for Liberty Broadband’s Series C common stock

Key Terms

Post-Effective Amendment, Form S-3, deregister, Registration Statement, +2 more

6 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment is being filed by Merger LLC, as successor"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 regulatory

"Post-Effective Amendment No. 1 to Form S-3 Registration Statement"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

deregister regulatory

"to deregister any and all unsold securities originally registered"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

Registration Statement regulatory

"originally registered by the Registrant pursuant to its Registration Statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Upstream Merger financial

"such merger, the “Upstream Merger”), with Merger LLC surviving"

Transitional Stock Adjustment Plan financial

"under the GCI Liberty, Inc. Transitional Stock Adjustment Plan"

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What does Liberty Broadband Corp (LBRDA) disclose in this post-effective amendment?

Liberty Broadband, now succeeded by Fusion Merger Sub 1, LLC, filed a post-effective amendment to its Form S-3 to deregister any remaining unsold securities that had been registered, formally terminating offerings under the prior shelf registration after its acquisition by Charter Communications.

How many Liberty Broadband (LBRDA) shares are being deregistered?

The amendment deregisters 5,380 shares of Liberty Broadband’s Series C common stock, which had been registered for issuance upon exercise of awards under the GCI Liberty, Inc. Transitional Stock Adjustment Plan and remained unsold.

What corporate transactions led to this Liberty Broadband (LBRDA) deregistration filing?

On August 19, 2026, Liberty Broadband merged with an indirect Charter subsidiary and then merged into Fusion Merger Sub 1, LLC. After these mergers, Liberty Broadband became an indirect wholly owned subsidiary of Charter Communications, prompting termination of the prior S-3 offerings.

Does Liberty Broadband (LBRDA) register any new securities in this POSASR filing?

No. The filing is expressly for deregistration, not for registering additional securities. It removes from registration all Liberty Broadband securities under the prior Form S-3 that remained unsold as of the filing date.

Which Liberty Broadband (LBRDA) securities are affected by the deregistration?

The affected securities are Series C common stock, par value $0.01 per share, that had been registered on Form S-3 and were issuable upon exercise of awards under the GCI Liberty, Inc. Transitional Stock Adjustment Plan but remained unsold.

Who signed the Liberty Broadband (LBRDA) post-effective amendment and when?

The amendment was signed on August 20, 2026 in Stamford, Connecticut, on behalf of Fusion Merger Sub 1, LLC as successor by merger to Liberty Broadband Corporation, by Jessica M. Fischer, Chief Financial Officer.

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Available on EDGAR 08/21/2026 - 06:02 AM Accepted by SEC EDGAR 08/20/2026 - 06:42 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on August 20, 2026

Registration No. 333-277158

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-3 Registration Statement No. 333-277158

Under the Securities Act of 1933

LIBERTY BROADBAND CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)   c/o Charter Communications, Inc. 400 Washington Blvd. Stamford, Connecticut 06902  (203) 905-7801 (Address and telephone number of Principal Executive Offices) (Zip Code) 47-1211994 (I.R.S. Employer Identification No.)  

Jamal H. Haughton

Executive Vice President, General Counsel

and Corporate Secretary

Charter Communications, Inc.

400 Washington Blvd.

Stamford, Connecticut 06902

(203) 428-0238

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Steven A. Cohen, Esq.

John L. Robinson, Esq.

Steven R. Green, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

Approximate date of commencement of proposed sale to the public: Not applicable

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☑	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

On August 19, 2026, Liberty Broadband Corporation, a Delaware corporation (the “Registrant”), merged with Fusion Merger Sub 2, Inc., an indirect wholly owned subsidiary of Charter Communications, Inc. (“Charter” and such merger, the “Merger”), with the Registrant surviving the Merger as the surviving corporation and an indirect wholly owned subsidiary of Charter, and immediately following the Merger, the Registrant merged with and into Fusion Merger Sub 1, LLC, a direct wholly owned subsidiary of Charter (“Merger LLC” and such merger, the “Upstream Merger”), with Merger LLC surviving the Upstream Merger as the surviving company and a direct wholly owned subsidiary of Charter. This Post-Effective Amendment is being filed by Merger LLC, as successor by merger to the Registrant, with the U.S. Securities and Exchange Commission (the “Commission”) to deregister any and all unsold securities originally registered by the Registrant pursuant to its Registration Statement on Form S-3, originally filed with the Commission on February 16, 2024 (Commission File No. 333-277158) (the “Registration Statement”), with respect to 5,380 shares of the Registrant’s Series C common stock, par value $0.01 per share, issuable upon the exercise of awards under the GCI Liberty, Inc. Transitional Stock Adjustment Plan.

As a result of the consummation of the Merger, the Registrant hereby terminates any and all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of post-effective amendment, any and all of the Registrant’s securities that had been registered for issuance pursuant to the Registration Statement that remain unsold at the termination of the Registration Statement, the Registrant hereby removes and withdraws from registration any and all such securities of the Registrant registered under the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on August 20, 2026.  No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.

	FUSION MERGER SUB 1, LLC, as successor by merger to LIBERTY BROADBAND CORPORATION
	By:		/s/ Jessica M. Fischer

	Name:	Jessica M. Fischer
	Title:	Chief Financial Officer