Liberty Broadband Corporation filed SEC Form 8-K: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits
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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On May 13, 2025, each of Liberty Broadband Corporation (“Liberty Broadband”) and its wholly-owned subsidiary, GCI Liberty, Inc., a Nevada corporation (“GCI Liberty”), received a 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 blackout under the Plan will begin, with respect to Liberty Broadband’s Series C common stock, as early as 4:00 p.m. ET on May 30, 2025 or as late as 4:00 p.m. ET on August 28, 2025, depending on the time of the distribution, and with respect to GCI Liberty’s Series C common stock, beginning on the date of the distribution. The distribution remains subject to certain conditions and the distribution date is anticipated to occur in the summer of 2025, meaning that the distribution date could be as early as June 2, 2025 or as late as August 29, 2025. Since neither Liberty Broadband nor GCI Liberty know the actual distribution date due to neither party having control over the timing of the conditions to the distribution being met or, if permissible, waived, neither Liberty Broadband nor GCI Liberty are able to determine the exact dates for the SOX blackout period at this time. Once the SOX blackout period commences it is expected to last approximately twenty-five business days.
In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on May 13, 2025, Liberty Broadband sent a 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 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 may be directed to Renee Wilm, Brittany Uthoff or Kate Jewell 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 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: May 13, 2025
LIBERTY BROADBAND CORPORATION | ||
By: | /s/ Katherine C. Jewell | |
Name: Katherine C. Jewell | ||
Title: Vice President and Secretary | ||
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