Liberty Broadband Corp

false 12-31 0001611983 NASDAQ NASDAQ NASDAQ 0001611983 2026-08-19 2026-08-19 0001611983 us-gaap:CommonClassCMember 2026-08-19 2026-08-19 0001611983 us-gaap:CommonClassAMember 2026-08-19 2026-08-19 0001611983 lbrda:SeriesACumulativeRedeemablePreferredStockMember 2026-08-19 2026-08-19 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): August 19, 2026 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.) 400 Washington Blvd. Stamford , Connecticut 06902 (Address of principal executive offices and zip code) Registrant’s telephone number, including area code: ( 203 ) 905-7801 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. ☐ Introduction On August 19, 2026 (the “ Closing Date ”), pursuant to (i) that certain Agreement and Plan of Merger, dated as of November 12, 2024 (the “ Merger Agreement ”), entered into by and among Liberty Broadband Corporation, a Delaware corporation (“ Liberty Broadband ”), Charter Communications, Inc., a Delaware corporation (“ Charter ”), Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Charter (“ Merger LLC ”), and Fusion Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“ Merger Sub ”), and (ii) that certain Letter Agreement, dated May 16, 2025 (the “ Letter Agreement ”), by and among Liberty Broadband, Charter, Merger LLC and Merger Sub, Merger Sub merged with and into Liberty Broadband (the “ Merger ”), with Liberty Broadband surviving the Merger as the surviving corporation and a wholly owned subsidiary of Merger LLC, and, immediately following the Merger, Liberty Broadband (as the surviving corporation in the Merger) merged with and into Merger LLC (the “ Upstream Merger ”, and together with the Merger, the “ Combination ”), with Merger LLC surviving the Upstream Merger as the surviving company and wholly owned subsidiary of Charter. The descriptions of the Combination, the Merger Agreement and the Letter Agreement in this Current Report on Form 8-K do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement and the Letter Agreement, copies of which are included as Exhibit 2.1 to Liberty Broadband’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on November 13, 2024 and Exhibit 10.1 to Liberty Broadband’s Current Report on Form 8-K filed with the SEC on May 19, 2025, respectively, and are incorporated herein by reference. Item 1.02. Termination of a Material Definitive Agreement. The information provided in the Introduction section of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference. On the Closing Date, in connection with the consummation of the Merger, (i) that certain Services Agreement, by and between Liberty Media Corporation, a Nevada corporation (“ Liberty Media ”) and Liberty Broadband, dated November 4, 2014 (as amended), was terminated, and (ii) that certain Aircraft Time Sharing Agreement, dated as of May 22, 2020, by and between Liberty Media and Liberty Broadband, was terminated. Further, on the Closing Date, as a result of the Combination, Liberty Broadband was no longer subject to that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Charter, Liberty Broadband and Advance/Newhouse Partnership, a New York general partnership, as amended. Credit Facilities In connection with the Combination, on August 20, 2026, LBC Cheetah 6, LLC (the “ Margin Loan Borrower ”), a wholly owned subsidiary of Liberty Broadband, repaid (or caused to be repaid) all loans and other amounts outstanding under that certain Margin Loan Agreement, dated as of August 31, 2017 (as in effect from time to time, the “ Margin Loan Agreement ”), by and among the Margin Loan Borrower, BNP Paribas, New York Branch, as administrative agent, BNP Paribas, as calculation agent, and the lenders party thereto. Immediately prior to such repayment, there was $919,000,000 in aggregate principal amount of loans outstanding. Some or all of the parties to the Margin Loan Agreement, or their affiliates, have in the past provided investment banking, commercial banking services or other financial advisory services to Liberty Broadband and its affiliates for which they received customary fees and expenses, and they may provide similar services in the future. In addition, on August 20, 2026, all loans and other amounts outstanding under that certain Loan Agreement, dated May 12, 2026, between Liberty Broadband, as borrower, and Charter, as lender, are expected to be discharged in full. As of the consummation of the Merger, there was $359,119,602.26 in aggregate principal amount of loans outstanding. Item 2.01. Completion of Acquisition or Disposition of Assets. The information provided in the Introduction section of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference. At 11:56 p.m., New York City time on the Closing Date (the “ Effective Time ”), pursuant to the Merger Agreement: • each share of (i) Liberty Broadband Series A Common Stock, par value $0.01 per share (“ LBRDA ”), Liberty Broadband Series B Common Stock, par value $0.01 per share (“ LBRDB ”), and Liberty Broadband Series C Common Stock, par value $0.01 per share (“ LBRDK ”, and together with LBRDA and LBRDB, the “ Liberty Broadband Common Stock ”), issued and outstanding immediately prior to the Effective Time (other than shares owned by Liberty Broadband, Charter or any of their respective wholly owned subsidiaries) was automatically converted into 0.236 of a share of a validly issued, fully paid and nonassessable share of Charter Class A common stock, par value $0.001 per share (“ Charter Class A Common Stock ”), with cash (without interest) being paid to entitled record holders of Liberty Broadband Common Stock in lieu of fractional shares of Charter Class A Common Stock; and • each share of Liberty Broadband Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“ LBRDP ”), issued and outstanding immediately prior to the Effective Time (other than shares owned by Liberty Broadband, Charter or any of their respective wholly owned subsidiaries) was a