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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 |
