LBRD 8-K: Spin-off confirmed; employee plan trading freeze starts July 11

Rhea-AI Filing Summary

Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP) filed an 8-K to disclose a temporary trading blackout affecting its 401(k) plan investments in Liberty Broadband Series C common stock and the Series C GCI Group common stock that plan participants will receive in connection with the pending spin-off of GCI Liberty.

The blackout is required to facilitate creation of a new GCI Group common-stock fund inside the GCI 401(k) Plan and to process the share distribution. According to a supplemental notice dated 23 June 2025, plan transactions involving:

• Liberty Broadband Series C common stock will be frozen starting 4:00 p.m. ET on 11 July 2025.
• GCI Liberty Series C GCI Group common stock will be frozen beginning on the distribution date, 14 July 2025.

The blackout is expected to last approximately 25 business days, ending during the week of 10 August 2025. During this period, plan participants cannot direct new investments, transfer balances, or take distributions involving the affected stock funds.

Liberty Broadband’s board previously set 14 July 2025 at 4:30 p.m. ET as the spin-off distribution date, subject to customary conditions. Pursuant to Section 306 of the Sarbanes-Oxley Act and Regulation BTR, updated notices outlining insider trading prohibitions during the blackout were delivered to current and future directors and officers. A copy of the notice is filed as Exhibit 99.1.

Questions from security holders may be directed free of charge to the legal department (720-875-5700). No financial statements were included in this filing.

Positive

• Spin-off timetable affirmed: Board sets 14 July 2025 distribution date, reducing uncertainty for investors.
• Regulatory compliance: Company demonstrates adherence to Sarbanes-Oxley blackout notice requirements, lowering legal and reputational risk.

Negative

• Restricted plan liquidity: 401(k) participants face ~25 business-day freeze on trading Liberty Broadband and GCI Liberty shares.
• Spin-off still conditional: Distribution may be deferred if conditions are not met, preserving residual execution risk.

Insights

Corporate Governance Expert

TL;DR: Routine SOX-mandated blackout notice tied to spin-off; minimal governance risk, signals timeline clarity.

The filing fulfils Section 306 obligations by formally notifying insiders of restricted-trading rules during the 401(k) blackout. It also confirms Liberty Broadband’s intent to execute the GCI Liberty spin-off on 14 July 2025, providing investors with firmer timing. Because the blackout only affects plan participants and insiders—and lasts the customary ~25 business days—it does not introduce governance red flags. The inclusion of Exhibit 99.1 demonstrates compliance transparency. Overall impact on public shareholders is negligible but the communication reduces legal exposure and underscores management’s procedural discipline.

Portfolio Manager

TL;DR: Administrative update; confirms spin-off date, no direct valuation effect, negligible trading impact for public float.

The blackout applies solely to the GCI 401(k) Plan, a limited shareholder base, so liquidity for LBRDA/LBRDK in the open market remains intact. More importantly, the board-approved 14 July spin-off date removes timing uncertainty, enabling portfolio rebalancing ahead of the GCI asset separation. There are no earnings revisions, cash impacts, or capital-structure changes disclosed here beyond the previously announced distribution. Hence, from an investment standpoint, the filing is neutral; we maintain focus on post-spin valuation dynamics rather than this procedural step.

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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): June 23, 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(s)	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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

As previously disclosed on a Current Report on Form 8-K filed by Liberty Broadband Corporation (“Liberty Broadband”) on May 13, 2025, each of Liberty Broadband and its wholly-owned subsidiary, GCI Liberty, Inc., a Nevada corporation (“GCI Liberty”), received a notice (the “Initial Notice”) from the administrator of the GCI 401(k) Plan (the “Plan”) that stated that Liberty Broadband’s Series C common stock in the Plan and the corresponding shares of GCI Liberty’s Series C GCI Group common stock to be received by the Plan and held in a corresponding stock fund (the “GCI Group common stock fund”) that will be created under the Plan to hold such shares will be entering a blackout period due to the proposed spin-off (as hereinafter described) of GCI Liberty from Liberty Broadband. Following the contribution of the GCI Business by Liberty Broadband to GCI Liberty, Liberty Broadband will divest GCI Liberty pursuant to a distribution (the “distribution”) by Liberty Broadband to the holders of record of Liberty Broadband’s Series A common stock, Series B common stock and Series C common stock, as of the record date for the distribution, of all the shares of GCI Liberty’s Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock held by Liberty Broadband immediately prior to the distribution.

The blackout will facilitate the creation of the GCI Group common stock fund to receive the Series C GCI Group common stock in connection with the distribution. During the blackout, transactions affecting investments in Liberty Broadband’s Series C common stock held in the Plan and the Series C GCI Group common stock received in the distribution will be suspended, and participants will be restricted from exercising account activities with respect to these investment alternatives under the Plan.

The Initial Notice provided the initial timeframe during which the blackout under the Plan was expected to occur. On June 20, 2025, Liberty Broadband announced that its board of directors set a distribution date of 4:30 p.m., New York City Time, on July 14, 2025; provided however, if the conditions to the distribution are not satisfied or, if permitted, waived by such date, then Liberty Broadband may defer the distribution date. As a result, on June 23, 2025, Liberty Broadband and GCI Liberty received a supplemental notice from the administrator of the Plan that stated that the blackout under the Plan will begin, with respect to Liberty Broadband’s Series C common stock, as of 4:00 p.m. ET on July 11, 2025, and with respect to GCI Liberty’s Series C common stock, beginning on the date of the distribution, July 14, 2025. The blackout period is expected to last approximately twenty-five business days and end the calendar week of August 10, 2025.

In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on June 23, 2025, Liberty Broadband sent an updated notice to directors and executive officers of Liberty Broadband and to individuals expected to serve as directors and executive officers of GCI Liberty following the distribution notifying them of the new details of the blackout period to be imposed on the Plan and certain trading prohibitions to which they will be subject during the blackout period. A copy of the notice that was sent by Liberty Broadband to these individuals is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Inquiries relating to the blackout period, including those by security holders or other interested persons during the blackout period and for a period of two years after the ending date of the blackout period related to the actual ending date of the blackout period, may be directed to Renee Wilm or Brittany Uthoff, free of charge, in the Legal Department by telephone at 720-875-5700 or by mail at 12300 Liberty Boulevard, Englewood, CO 80112.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Updated Notice Under Rule 104 of Regulation BTR, dated June 23, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: June 23, 2025

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

FAQ

When will Liberty Broadband (LBRDA/LBRDK) complete the GCI Liberty spin-off?

The board set 14 July 2025 at 4:30 p.m. ET as the distribution date, subject to customary conditions.

What is the blackout period disclosed in Liberty Broadband’s 8-K?

Trading in the 401(k) plan’s Liberty Broadband Series C fund freezes 11 July 2025; the GCI fund freezes 14 July 2025, both ending the week of 10 August 2025.

Who is affected by the blackout?

Only participants in the GCI 401(k) Plan, Liberty Broadband directors, executives, and future GCI Liberty insiders are subject to the restrictions.

Does the blackout impact public trading of LBRDA, LBRDK, or LBRDP?

No. The suspension is limited to the employee plan; public market trading on Nasdaq continues normally.

Where can shareholders direct questions during the blackout?

Contact Renee Wilm or Brittany Uthoff in the Legal Department at 720-875-5700, or mail 12300 Liberty Blvd., Englewood, CO 80112.