UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
Liberty Broadband Corporation (“Liberty Broadband”) hereby files this Current Report on Form 8-K/A to amend the original Form 8-K filed with the Securities and Exchange Commission on November 13, 2024 for the sole purpose of updating the Item 3.02 disclosure to address recent events.
Item 3.02. Unregistered Sale of Equity Securities.
As previously disclosed, on November 12, 2024, Liberty Broadband entered into an Exchange Side Letter Agreement (the “Exchange Side Letter”) with its Chairman of the Board, John C. Malone, and certain trusts affiliated with Mr. Malone (collectively, the “JCM Exchange Holders”), whereby, among other things, the JCM Exchange Holders agreed to an arrangement under which Liberty Broadband would have the right, in connection with the Spin-Off (as defined below), to exchange certain shares of Liberty Broadband Series B Common Stock, par value $0.01 per share (“LBRDB”), held by such JCM Exchange Holders for shares of Liberty Broadband Series C Common Stock, par value $0.01 per share (“LBRDK”), on a one-for-one basis to avoid the application of certain related party rules that otherwise could limit the availability of certain tax benefits to GCI Liberty, Inc. (“GCI Liberty”).
On July 14, 2025 at 4:30 p.m., New York City time, Liberty Broadband completed its previously announced spin-off (the “Spin-Off”) of its former wholly-owned subsidiary GCI Liberty. Pursuant to and in accordance with the Exchange Side Letter, concurrent with the Spin-Off, the JCM Exchange Holders exchanged 1,617,040 shares of LBRDB for 1,617,040 shares of LBRDK (the “Exchange”). Such shares of LBRDK issued in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
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 16, 2025
LIBERTY BROADBAND CORPORATION | ||
By: | /s/ Brittany A. Uthoff | |
Name: Brittany A. Uthoff | ||
Title: Vice President |