LBRDK 10-Q
Liberty Broadband Corp (LBRDK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its charter)
State of | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated Filer ☐ | Non-accelerated Filer ☐ | Smaller Reporting Company | 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. ☐
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes
The number of outstanding shares of Liberty Broadband Corporation’s common stock as of June 30, 2026 was:
Series A | Series B | Series C | ||||
Liberty Broadband Corporation common stock | ||||||
|
Table of Contents
Part I - Financial Information
I-1
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Balance Sheets
(unaudited)
June 30, | December 31, | |||||
2026 | 2025 |
| ||||
amounts in millions |
| |||||
except share amounts | ||||||
Assets | | | | | ||
Current assets: | ||||||
Cash and cash equivalents | $ | |
| | ||
Restricted cash and restricted cash equivalents |
| — |
| | ||
Other current assets | | | ||||
Total current assets |
| |
| | ||
Investment in Charter, accounted for using the equity method (note 5) |
| |
| | ||
Other assets, net |
| |
| | ||
Total assets | |
| | |||
Liabilities and Equity | ||||||
Current liabilities: | ||||||
Taxes payable | — | | ||||
Current portion of debt, including | | | ||||
Other current liabilities | | | ||||
Total current liabilities |
| |
| | ||
Long-term debt, net (note 6) | | | ||||
Deferred income tax liabilities | | | ||||
Preferred stock (note 7) | | | ||||
Total liabilities |
| |
| | ||
Equity | ||||||
Series A common stock, $ | ||||||
Series B common stock, $ | ||||||
Series C common stock, $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive earnings (loss), net of taxes |
| — |
| | ||
Retained earnings |
| |
| | ||
Total stockholders' equity | | | ||||
Commitments and contingencies (note 9) |
|
| ||||
Total liabilities and equity | $ | |
| | ||
See accompanying notes to the condensed consolidated financial statements.
I-2
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended | Six months ended |
| ||||||||
June 30, | June 30, |
| ||||||||
2026 | | 2025 | | 2026 | 2025 |
| ||||
amounts in millions, | ||||||||||
except per share amounts | ||||||||||
Operating costs and expenses: | ||||||||||
General and administrative, including stock-based compensation | $ | | | |
| | ||||
Operating income (loss) | ( | ( | ( |
| ( | |||||
Other income (expense): | ||||||||||
Interest expense | ( | ( | ( | ( | ||||||
Share of earnings (losses) of affiliate (note 5) | ( | | ( |
| | |||||
Gain (loss) on dilution of investment in affiliate (note 5) | ( | ( | ( |
| ( | |||||
Realized and unrealized gains (losses) on financial instruments, net (note 4) | | | |
| | |||||
Other, net | | | |
| | |||||
Earnings (loss) before income taxes | ( | | ( |
| | |||||
Income tax benefit (expense) | | ( | |
| — | |||||
Net earnings (loss) from continuing operations | ( | | ( | | ||||||
Net earnings (loss) from discontinued operations | — | | — | | ||||||
Net earnings (loss) | $ | ( | | ( | | |||||
Basic net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3) | $ | ( | | ( | | |||||
Basic net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3) | $ | NA | | NA | | |||||
Diluted net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3) | $ | ( | | ( | | |||||
Diluted net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3) | $ | NA | | NA | | |||||
See accompanying notes to the condensed consolidated financial statements.
I-3
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(unaudited)
Three months ended | Six months ended |
| ||||||||
June 30, | June 30, |
| ||||||||
2026 | | 2025 | | 2026 | 2025 |
| ||||
amounts in millions |
| |||||||||
Net earnings (loss) | | $ | ( | | ( | | | |||
Other comprehensive earnings (loss), net of taxes: | ||||||||||
Credit risk on fair value debt instruments gains (loss) | ( | | — |
| ( | |||||
Recognition of previously unrealized losses (gains) on debt instruments, net | ( | ( | ( | ( | ||||||
Other comprehensive earnings (loss) from continuing operations | ( | ( | ( | ( | ||||||
Other comprehensive earnings (loss) from discontinued operations | — | — | — | — | ||||||
Comprehensive earnings (loss) | $ | ( | | ( |
| | ||||
See accompanying notes to the condensed consolidated financial statements.
I-4
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Cash Flows
(unaudited)
Six months ended | ||||||
June 30, |
| |||||
2026 | 2025 |
| ||||
amounts in millions |
| |||||
Cash flows from operating activities: | | | | | ||
Net earnings (loss) | $ | ( |
| | ||
Adjustments to reconcile net earnings (loss) to net cash from operating activities: | ||||||
(Earnings) loss from discontinued operations | — | ( | ||||
Stock-based compensation |
| |
| | ||
Share of (earnings) losses of affiliate, net |
| |
| ( | ||
(Gain) loss on dilution of investment in affiliate |
| |
| | ||
Realized and unrealized (gains) losses on financial instruments, net |
| ( |
| ( | ||
Deferred income tax expense (benefit) |
| ( |
| | ||
Changes in operating assets and liabilities: | ||||||
Current and other assets |
| |
| | ||
Payables and other liabilities |
| |
| | ||
Taxes payable | ( | — | ||||
Net cash provided by (used in) operating activities |
| ( |
| ( | ||
Cash flows from investing activities: | ||||||
Cash received for Charter shares repurchased by Charter | | | ||||
Other investing activities, net | | | ||||
Net cash provided by (used in) investing activities | | | ||||
Cash flows from financing activities: | ||||||
Borrowings of debt | | | ||||
Repayments of debt | ( | ( | ||||
Other financing activities, net |
| — |
| | ||
Net cash provided by (used in) financing activities |
| ( |
| ( | ||
Net cash provided by (used in) discontinued operations: | ||||||
Cash provided by (used in) operating activities | | | ||||
Cash provided by (used in) investing activities | | ( | ||||
Cash provided by (used in) financing activities | | ( | ||||
Net cash provided by (used in) discontinued operations | | | ||||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | ( |
| ( | |||
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | | | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period | $ | | | |||
I-5
The following table reconciles cash and cash equivalents, restricted cash and restricted cash equivalents reported in the accompanying condensed consolidated balance sheets to the total amount presented in the accompanying condensed consolidated statement of cash flows:
June 30, | December 31, | |||||
2026 | 2025 | |||||
amounts in millions | ||||||
Cash and cash equivalents | $ | | | |||
Restricted cash and restricted cash equivalents | | | ||||
Total cash and cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | | | |||
See accompanying notes to the condensed consolidated financial statements.
I-6
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Equity
(unaudited)
Accumulated | ||||||||||||||||
Additional | other | |||||||||||||||
Common stock | paid-in | comprehensive |
| Retained | ||||||||||||
Series A | | Series B | | Series C | | capital | earnings (loss) |
| earnings | Total equity | ||||||
amounts in millions | ||||||||||||||||
Balance at January 1, 2026 | | $ | — | — | | | | | | | | |||||
Net earnings (loss) | — | — | — | — |
| — | ( |
| ( | |||||||
Other comprehensive earnings (loss), net of taxes | — | — | — | — | ( | — | ( | |||||||||
Stock-based compensation | — | — | — | | — | — | | |||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | ( | |||||||||
Balance at June 30, 2026 | $ | — | — | | |
| — |
| |
| | |||||
Accumulated |
|
| ||||||||||||||
Additional | other |
|
| |||||||||||||
Common stock | paid-in | comprehensive |
| Retained |
| |||||||||||
Series A | | Series B | | Series C | | capital | earnings (loss) |
| earnings | Total equity |
| |||||
amounts in millions |
| |||||||||||||||
Balance at March 31, 2026 | $ | — | — | | | | | | ||||||||
Net earnings (loss) | — | — | — | — | — | ( | ( | |||||||||
Other comprehensive earnings (loss), net of taxes | — | — | — | — | ( | — | ( | |||||||||
Stock-based compensation | — | — | — | | — | — | | |||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | ( | |||||||||
Balance at June 30, 2026 | $ | — | — | | | — | | | ||||||||
See accompanying notes to the condensed consolidated financial statements.
I-7
LIBERTY BROADBAND CORPORATION
Condensed Consolidated Statements of Equity (continued)
(unaudited)
Accumulated | Noncontrolling | |||||||||||||||||
Additional | other | interest in | ||||||||||||||||
Common stock | paid-in | comprehensive | Retained | equity of | ||||||||||||||
Series A | | Series B | | Series C | | capital | earnings (loss) | earnings | subsidiaries | Total equity | ||||||||
amounts in millions | ||||||||||||||||||
Balance at January 1, 2025 | $ | — | — | | | | | | | |||||||||
Net earnings (loss) | — | — | — | — | — | | — | | ||||||||||
Other comprehensive earnings (loss), net of taxes | — | — | — | — | ( | — | — | ( | ||||||||||
Stock-based compensation | — | — | — | | — | — | — | | ||||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | | ( | ||||||||||
Balance at June 30, 2025 | $ | — | — | | | | | | | |||||||||
Accumulated | Noncontrolling |
| ||||||||||||||||
Additional | other | interest in |
| |||||||||||||||
Common stock | paid-in | comprehensive | Retained | equity of |
| |||||||||||||
Series A | | Series B | | Series C | | capital | earnings (loss) | earnings | subsidiaries | Total equity |
| |||||||
amounts in millions |
| |||||||||||||||||
Balance at March 31, 2025 | | $ | — | — | | | | | | | ||||||||
Net earnings (loss) |
| — | — | — | — | — | | — | | |||||||||
Other comprehensive earnings (loss), net of taxes | — | — | — | — | ( | — | — | ( | ||||||||||
Stock-based compensation | — | — | — | | — | — | — | | ||||||||||
Noncontrolling interest activity at Charter and other | — | — | — | ( | — | — | | ( | ||||||||||
Balance at June 30, 2025 | $ | — | — | | | | | | | |||||||||
See accompanying notes to the condensed consolidated financial statements.
I-8
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Liberty Broadband Corporation (“Liberty Broadband,” the “Company,” “us,” “we,” or “our” unless the context otherwise requires). Liberty Broadband is primarily comprised of an equity method investment in Charter Communications, Inc. (“Charter”).
On December 18, 2020, the original GCI Liberty, Inc. (“prior GCI Liberty”), the previous parent company of GCI (as defined below), was acquired by Liberty Broadband.
In July 2025, Liberty Broadband and its subsidiaries completed an internal reorganization preceding the GCI Divestiture (as defined below) to transfer the GCI Business (as defined below) to GCI Liberty, Inc. (“GCI Liberty”). Following the internal reorganization, GCI Liberty owns, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business (collectively, “GCI”). GCI Liberty was a wholly owned subsidiary of Liberty Broadband until the GCI Divestiture, which was completed on July 14, 2025. GCI Liberty is presented as a discontinued operation in the Company’s condensed consolidated financial statements. See note 2 for details of the GCI Divestiture. Subsequent to the divestiture, on May 21, 2026, GCI Liberty, Inc. changed its name to Liberty Capital Corporation (“Liberty Capital”).
The accompanying (a) condensed consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and (b) interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty Broadband's Annual Report on Form 10-K for the year ended December 31, 2025. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) the application of the equity method of accounting for its affiliate and (ii) accounting for income taxes to be its most significant estimates.
Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for using the equity method. Liberty Broadband does not control the decision making process or business management practices of this affiliate. Accordingly, Liberty Broadband relies on the management of this affiliate to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, Liberty Broadband relies on audit reports that are provided by the affiliate's independent auditor on the financial statements of such affiliate. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliate that would have a material effect on Liberty Broadband's condensed consolidated financial statements.
Recent Events
On November 12, 2024, the Company entered into a definitive agreement (the “Merger Agreement”) under which Charter has agreed to acquire Liberty Broadband (the “Combination”, together with the other transactions contemplated by
I-9
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
the Merger Agreement, the “Transactions”). At the special meeting held on February 26, 2025, the requisite holders of Liberty Broadband’s Series A common stock (“LBRDA”), Series B common stock (“LBRDB”) and Series A cumulative redeemable preferred stock (“Liberty Broadband preferred stock”) approved the adoption of the Merger Agreement, pursuant to which, among other things, Liberty Broadband will combine with Charter and divested the business of GCI (the “GCI Business”).
As discussed above, as a condition to closing the Combination, Liberty Broadband agreed to divest the GCI Business by way of a distribution to the holders of Liberty Broadband common stock (the “GCI Divestiture”), which was completed on July 14, 2025. The GCI Divestiture was taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Combination. If such corporate level tax liability exceeded $
In addition, in connection with the entry into the Merger Agreement, Charter, Liberty Broadband and Advance/Newhouse Partnership (“A/N”) entered into an amendment (the “Stockholders and Letter Agreement Amendment”) to (i) that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”), by and among Charter, Liberty Broadband, and A/N, and (ii) that certain Letter Agreement, dated as of February 23, 2021 (the “Letter Agreement”), by and between Charter and Liberty Broadband. On March 5, 2026, Charter, Liberty Broadband and A/N entered into a letter agreement (the “2026 Letter Agreement”) to adjust the timing of certain measurements and repurchases under the Stockholders and Letter Agreement Amendment. Details of these agreements are further described in note 5. On May 12, 2026, Liberty Broadband and Charter entered into a loan agreement whereby Charter advanced a term loan to Liberty Broadband in the aggregate principal amount of approximately $
On May 16, 2025, Charter and Cox Enterprises, Inc. (“Cox”) announced that they entered into a definitive agreement to combine their businesses (the “Cox Transactions”). In connection with this transaction, Liberty Broadband has agreed to accelerate the closing of the Combination to occur contemporaneously with the Cox Transactions. There are no changes to any other transaction terms of the pending Liberty Broadband and Charter transaction.
During both the six months ended June 30, 2026 and June 30, 2025, we did
Exchange Agreement with Chairman
On June 13, 2022, Liberty Broadband entered into an Exchange Agreement with its Chairman of the board of directors, John C. Malone, and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”) (the “Exchange Agreement”).
On November 12, 2024, in connection with the entry into the Merger Agreement, Liberty Broadband entered into the Malone exchange side letter with Mr. Malone and certain trusts related to Mr. Malone (collectively, the “Malone Exchange Holders”), whereby, among other things, the Malone Exchange Holders agreed to an arrangement under which Liberty Broadband had the right, in connection with the GCI Divestiture, to exchange certain shares of LBRDB held by such Malone Exchange Holders for shares of Liberty Broadband Series C common stock (“LBRDK”) on a
I-10
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Malone exchange will be automatically rescinded and treated as if neither the Malone exchange nor the Malone exchange closing had ever occurred.
Further, pursuant to the terms of the Malone exchange side letter, the parties thereto amended certain provisions of the Exchange Agreement to provide that (i) solely in connection with the GCI Divestiture, Malone Series C Exchangeable Shares (as defined in the Exchange Agreement) would not be exchanged for shares of LBRDB and the holders of such Malone Series C Exchangeable Shares would receive the same per share consideration received by holders of shares of LBRDK, (ii) Liberty Broadband waived its right to obligate the Malone Exchange Holders to enter into an exchange agreement with the divested GCI entity in connection with the GCI Divestiture, (iii) the Exchange Agreement would not be terminated as a result of the Malone Exchange Holders falling below
In accordance with the Malone exchange side letter and concurrent with the GCI Divestiture, the Malone Exchange Holders exchanged
Historical Spin-Off Arrangements
During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries (“Liberty”) authorized management to pursue a plan to spin-off to its stockholders common stock of a wholly owned subsidiary, Liberty Broadband, and to distribute subscription rights to acquire shares of Liberty Broadband’s common stock (the “Broadband Spin-Off”). In connection with the Broadband Spin-Off, Liberty and Liberty Broadband entered into certain agreements in order to govern certain of the ongoing relationships between the two companies and to provide for an orderly transition, including a tax sharing agreement, services agreement and a facilities sharing agreement. Additionally, in connection with a prior transaction, prior GCI Liberty and QVC Group, Inc., formerly Qurate Retail, Inc. (“QVC Group”), entered into a tax sharing agreement, which was assumed by Liberty Broadband as a result of the combination of prior GCI Liberty and Liberty Broadband. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between QVC Group and Liberty Broadband and other agreements related to tax matters. Under the facilities sharing agreement, Liberty Broadband shares office space with Liberty and related amenities at Liberty’s corporate headquarters.
Pursuant to the services agreement, Liberty provides Liberty Broadband with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Liberty Broadband reimburses Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services which are negotiated semi-annually, as necessary.
Under these various agreements, amounts reimbursable to Liberty were approximately $
(2) Discontinued Operations
GCI Divestiture
On June 19, 2025, Liberty Broadband entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), whereby, subject to the terms thereof, GCI Liberty, a Nevada corporation and a wholly owned subsidiary of Liberty Broadband, would spin-off from Liberty Broadband.
I-11
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Pursuant to the Separation and Distribution Agreement, the GCI Divestiture was accomplished by means of a distribution by Liberty Broadband of
In connection with the GCI Divestiture, Liberty Broadband entered into certain agreements, including the Separation and Distribution Agreement, pursuant to which, among other things, Liberty Broadband and Liberty Capital (formerly, GCI Liberty) will indemnify each other against certain losses that may arise, a tax sharing agreement (the “GCI Tax Sharing Agreement”) and a tax receivables agreement (the “GCI Tax Receivables Agreement”). The GCI Tax Sharing Agreement governs the allocation of taxes, tax benefits, tax items and tax-related losses between Liberty Broadband and Liberty Capital, and the GCI Tax Receivables Agreement governs the respective rights and obligations of Liberty Broadband and Liberty Capital with respect to certain tax matters.
As disclosed in note 1, GCI Liberty is presented as a discontinued operation in Liberty Broadband’s condensed consolidated financial results as the GCI Divestiture represents a strategic shift that had a major effect on Liberty Broadband’s operations and financial results.
The following table provides details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the condensed consolidated statements of operations.
Three months ended | Six months ended |
| ||||
June 30, | June 30, |
| ||||
2025 | | 2025 |
| |||
amounts in millions | ||||||
Revenue | $ | | | |||
Operating costs and expenses: | ||||||
Operating expense (exclusive of depreciation and amortization shown separately below) | | | ||||
Selling, general and administrative, including stock-based compensation | | | ||||
Depreciation and amortization | | | ||||
| | |||||
Operating income (loss) | | | ||||
Other income (expense): | ||||||
Interest expense (including amortization of deferred loan fees) | ( | ( | ||||
Other, net | | | ||||
Earnings (loss) from discontinued operations before income taxes | | | ||||
Income tax benefit (expense) | ( | ( | ||||
Net earnings (loss) from discontinued operations | $ | | | |||
(3) Earnings per Common Share
Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from diluted EPS for the three months ended June 30, 2026 and 2025 are
I-12
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Liberty Broadband Common Stock | |||||||||
Three months | Three months | Six months | Six months |
| |||||
ended | ended | ended | ended | ||||||
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| |
(numbers of shares in millions) | |||||||||
Basic WASO |
| |
| |
| |
| | |
Potentially dilutive shares (1) |
| |
| — |
| |
| — | |
Diluted WASO |
| |
| |
| |
| | |
(1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.
(4) Assets and Liabilities Measured at Fair Value
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3.
The Company’s assets and liabilities measured at fair value are as follows:
June 30, 2026 | December 31, 2025 |
| ||||||||||||
Quoted prices | Significant | Quoted prices | Significant |
| ||||||||||
in active | other | in active | other |
| ||||||||||
markets for | observable | markets for | observable |
| ||||||||||
identical assets | inputs | identical assets | inputs |
| ||||||||||
Description | Total | (Level 1) | (Level 2) | Total | (Level 1) | (Level 2) |
| |||||||
amounts in millions |
| |||||||||||||
Cash equivalents | $ | | | — | | | — | |||||||
Restricted cash equivalents | $ | — | — | — | | | — | |||||||
Exchangeable senior debentures | $ | — | — | — | | — | | |||||||
Prior to their redemption, the Company’s exchangeable senior debentures were debt instruments with quoted market value prices that were not considered to be traded on “active markets”, as defined in GAAP, and were reported in the foregoing table as Level 2 fair value.
Other Financial Instruments
Other financial instruments not measured at fair value on a recurring basis include normal working capital accounts, equity securities, preferred stock and both current and long-term debt (with the exception of the
I-13
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Realized and Unrealized Gains (Losses) on Financial Instruments
Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following:
Three months ended | Six months ended |
| ||||||||
June 30, | June 30, |
| ||||||||
2026 | 2025 | 2026 | 2025 |
| ||||||
amounts in millions |
| |||||||||
Exchangeable senior debentures (1) | $ | | | | | |||||
Other | | — | | — | ||||||
$ | | | |
| | |||||
| (1) | The Company has elected to account for its exchangeable senior debentures using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the condensed consolidated statements of operations are primarily due to market factors driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive income. The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a gain of $ |
(5) Investment in Charter Accounted for Using the Equity Method
Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter. The investment in Charter is accounted for as an equity method affiliate based on our voting and ownership interest and the board seats held by individuals appointed by Liberty Broadband. As of June 30, 2026, the carrying and market value of Liberty Broadband’s ownership in Charter were both approximately $
As discussed in more detail in note 1, Charter has agreed to acquire Liberty Broadband. The Stockholders Agreement and Letter Agreement, as amended by the Stockholders and Letter Agreement Amendment and the 2026 Letter Agreement, sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.
Pursuant to the Stockholders Agreement, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of
I-14
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
aggregate voting power of Charter is
In February 2021, Liberty Broadband was notified that its ownership interest, on a fully diluted basis, had exceeded the Equity Cap set forth in the Stockholders Agreement. On February 23, 2021, Charter and Liberty Broadband entered into the Letter Agreement in order to implement, facilitate and satisfy the terms of the Stockholders Agreement with respect to the Equity Cap. Pursuant to the Letter Agreement, following any month during which Charter purchases, redeems or buys back shares of its Class A common stock, and prior to certain meetings of Charter’s stockholders, Liberty Broadband will be obligated to sell to Charter, and Charter will be obligated to purchase, such number of shares of Class A common stock as is necessary (if any) to reduce Liberty Broadband’s percentage equity interest, on a fully diluted basis, to the Equity Cap (such transaction, a “Charter Repurchase”). The per share sale price for each share of Charter will be equal to the volume weighted average price paid by Charter in its repurchases, redemptions and buybacks of its common stock (subject to certain exceptions) during the month prior to the Charter Repurchase (or, if applicable, during the relevant period prior to the relevant meeting of Charter stockholders). Charter Repurchases during the pendency of the proposed Transactions under the Merger Agreement are governed by the Stockholders and Letter Agreement Amendment and the 2026 Letter Agreement as described below.
Interim Merger Period Stock Repurchases
Simultaneously with the execution and delivery of the Merger Agreement, Charter, Liberty Broadband and A/N entered into an amendment to (i) the Stockholders Agreement, and (ii) the Letter Agreement. The Stockholders Agreement and the Letter Agreement, as amended by the Stockholders and Letter Agreement Amendment and the 2026 Letter Agreement, sets forth certain agreements relating to the governance of Charter and the participation of Liberty Broadband in Charter’s share repurchase program.
Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement and prior to the date on which Liberty Broadband’s
I-15
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
(ii) for the repurchase period ending March 31, 2026, provide for the repurchase notice to be delivered no later than March 31, 2026 and for the repurchase date to occur on April 2, 2026.
In addition, pursuant to the terms of the Merger Agreement, if the LTV Ratio (as defined under the Margin Loan Facility) under the Margin Loan Facility equals or exceeds
Under the terms of the Stockholders and Letter Agreement Amendment and original Letter Agreement, Liberty Broadband sold
Investment in Charter
The excess basis in our investment in Charter is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):
June 30, | December 31, | |||||
2026 | 2025 | |||||
Property and equipment, net | | $ | | | ||
Customer relationships, net |
| | | |||
Franchise fees |
| — | | |||
Trademarks |
| — | | |||
Goodwill |
| — | | |||
Debt |
| ( | ( | |||
Deferred income tax liability |
| ( | ( | |||
$ | | |
Property and equipment and customer relationships have weighted average remaining useful lives of approximately
Due to a sustained decline in Charter’s share price, we recorded a $
I-16
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
to determine if the carrying value of our investment is appropriate. Future declines in share price could result in additional impairments, which could be material.
The Company had dilution losses of $
Summarized unaudited financial information for Charter is as follows:
Charter condensed consolidated balance sheets
| June 30, 2026 | December 31, 2025 |
| |||
amounts in millions | ||||||
Current assets | $ | | | |||
Property and equipment, net |
| | | |||
Goodwill |
| | | |||
Intangible assets, net |
| | | |||
Other assets |
| | | |||
Total assets | $ | | | |||
Current liabilities | $ | | | |||
Deferred income taxes |
| | | |||
Long-term debt |
| | | |||
Other liabilities |
| | | |||
Equity |
| | | |||
Total liabilities and shareholders’ equity | $ | | | |||
Charter condensed consolidated statements of operations
Three months ended | | Six months ended |
| |||||||
June 30, | June 30, | |||||||||
2026 | 2025 | 2026 | 2025 |
| ||||||
amounts in millions | ||||||||||
Revenue | $ | | | | | |||||
Cost and expenses: | ||||||||||
Operating costs and expenses (excluding depreciation and amortization) |
| | | | | |||||
Depreciation and amortization |
| | | | | |||||
Other operating (income) expense, net |
| | | | | |||||
| | | | |||||||
Operating income | | | | | ||||||
Interest expense, net |
| ( | ( | ( | ( | |||||
Other income (expense), net | | ( | | ( | ||||||
Income tax (expense) benefit |
| ( | ( | ( | ( | |||||
Net income (loss) | | | | | ||||||
Less: Net income attributable to noncontrolling interests | ( | ( | ( | ( | ||||||
Net income (loss) attributable to Charter shareholders | $ | | | | | |||||
I-17
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
(6) Debt
Debt is summarized as follows:
| Outstanding | | | | |
| |||
principal | Carrying value |
| |||||||
June 30, | June 30, | December 31, |
| ||||||
| 2026 | | 2026 | | 2025 |
| |||
| amounts in millions | ||||||||
Margin Loan Facility | $ | |
| |
| | |||
— | — | | |||||||
Charter Loan Facility |
| |
| |
| — | |||
Total debt | $ | |
| |
| | |||
Debt classified as current |
|
| ( |
| ( | ||||
Total long-term debt | $ | |
| | |||||
Margin Loan Facility
On June 26, 2024, a bankruptcy remote wholly owned subsidiary of the Company (“SPV”) entered into Amendment No. 8 to Margin Loan Agreement (the “Eighth Amendment”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by the Eighth Amendment, the “Margin Loan Agreement”), with a group of lenders. The Margin Loan Agreement provides for (x) a term loan credit facility in an aggregate principal amount of $
As of June 30, 2026, SPV had borrowing capacity of $
During the six months ended June 30, 2026, the Company had borrowed $
The Margin Loan Agreement contains various affirmative and negative covenants that restrict the activities of SPV (and, in some cases, the Company and its subsidiaries with respect to shares of Charter owned by the Company and its subsidiaries). The Margin Loan Agreement does not include any financial covenants. The Margin Loan Agreement does contain restrictions related to additional indebtedness and events of default customary for margin loans of this type.
I-18
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
On May 14, 2026, SPV entered into a Limited Waiver to Margin Loan Agreement (the “Limited Waiver”), in connection with the Margin Loan Agreement, with BNP Paribas, New York Branch, as the administrative agent, BNP Paribas, as the calculation agent, and the lenders party thereto from time to time (the “Lenders”). Pursuant to the Limited Waiver, the Lenders waived their right to make adjustments to the terms of the Margin Loan Agreement following the occurrence of a Share Price Event (as defined in the Margin Loan Agreement) and any Potential Adjustment Event (as defined in the Margin Loan Agreement) arising solely due to a Share Price Event, in each case, until the earlier of (a) the date that is
SPV’s obligations under the Margin Loan Agreement are secured by first priority liens on a portion of the Company’s ownership interest in Charter, sufficient for SPV to meet the loan to value requirements under the Margin Loan Agreement. The Margin Loan Agreement indicates that no lender party shall have any voting rights with respect to the shares pledged as collateral, except to the extent that a lender party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreement. As of June 30, 2026,
Charter Loan Facility
On May 12, 2026, Liberty Broadband and Charter entered into a loan agreement (the “Charter Loan Agreement”), by and among Liberty Broadband, as borrower, certain of Liberty Broadband’s wholly owned subsidiaries, as guarantors, and Charter, as lender. The Charter Loan Agreement provides for a series of term loans in such amounts as shall be agreed by Liberty Broadband and Charter (the “Charter Loan Facility”). Pursuant to the terms of the Merger Agreement and the Stockholders and Letter Agreement Amendment, on May 12, 2026, Charter advanced a term loan to Liberty Broadband in the aggregate principal amount of approximately $
The Charter Loan Agreement contains certain customary covenants, including covenants that restrict Liberty Broadband and its subsidiaries from making certain intercompany dispositions and other covenants requiring Liberty Broadband and its subsidiaries to provide additional security and guaranties upon reasonable request of Charter and to comply with the interim operating covenants of the Merger Agreement (regardless of whether the Merger Agreement is in effect).
Borrowings under the Charter Loan Agreement may be used to repay, repurchase, redeem, prepay or otherwise settle any debt of Liberty Broadband and its subsidiaries as set forth further in the Stockholders and Letter Agreement Amendment. The Initial Borrowing, together with proceeds from repurchases by Charter of shares of Charter common stock held by Liberty Broadband on or prior to the date of the Initial Borrowing, were used to repay $
Exchangeable Senior Debentures
On February 28, 2023, the Company closed a private offering of $
I-19
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
purchasers. Holders of the
On July 2, 2024, the Company closed a private offering of $
The Company had elected to account for all of its exchangeable senior debentures at fair value in its condensed consolidated financial statements prior to their respective redemptions. Accordingly, changes in the fair value of these instruments were recognized in Realized and unrealized gains (losses) on financial instruments, net in the accompanying condensed consolidated statements of operations prior to their respective redemptions. See note 4 for information related to unrealized gains (losses) on debt measured at fair value.
(7) Preferred Stock
Liberty Broadband's preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by Liberty Broadband’s board of directors.
The Liberty Broadband preferred stock was issued as a result of the closing of the Liberty Broadband combination with prior GCI Liberty on December 18, 2020. Each share of Series A Cumulative Redeemable Preferred Stock of prior GCI Liberty outstanding immediately prior to the closing was converted into
The liquidation price is measured per share and shall mean the sum of (i) $
The holders of shares of Liberty Broadband preferred stock are entitled to receive, when and as declared by the Liberty Broadband board of directors, out of legally available funds, preferential dividends that accrue and cumulate as provided in the certificate of designations for the Liberty Broadband preferred stock.
I-20
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Dividends on each share of Liberty Broadband preferred stock accrue on a daily basis at a rate of
Accrued dividends are payable quarterly on each dividend payment date, which is January 15, April 15, July 15, and October 15 of each year, commencing January 15, 2021. If Liberty Broadband fails to pay cash dividends on the Liberty Broadband preferred stock in full for any
(8) Stock-Based Compensation
Liberty Broadband has granted, to certain of its directors, employees and employees of its former subsidiaries, restricted stock units and stock options to purchase shares of Liberty Broadband common stock (collectively, “Awards”). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award and remeasures the fair value of the Award at each reporting date.
Included in General and administrative expenses in the accompanying condensed consolidated statements of operations are $
Grants
There were
The Company has calculated the GDFV for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Liberty Broadband common stock. The Company uses a
Outstanding Awards
The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase Liberty Broadband common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
I-21
LIBERTY BROADBAND CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
| | | | | Weighted | | |
| |||
average |
| ||||||||||
remaining | Aggregate |
| |||||||||
contractual | intrinsic |
| |||||||||
LBRDK | WAEP | life | value |
| |||||||
(in thousands) | (in years) | (in millions) |
| ||||||||
Outstanding at January 1, 2026 |
| | $ | |
| ||||||
Granted |
| — | $ | — |
| ||||||
Exercised |
| — | $ | — |
| ||||||
Forfeited/Cancelled | ( | $ | | ||||||||
Outstanding at June 30, 2026 | | $ | | $ | — | ||||||
Exercisable at June 30, 2026 |
| | $ | |
| $ | — | ||||
As of June 30, 2026, there were
As of June 30, 2026, the total unrecognized compensation cost related to unvested Awards was approximately $
As of June 30, 2026, Liberty Broadband reserved approximately
(9) Commitments and Contingencies
General Litigation
The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.
(10) Segment Information
Liberty Broadband identifies its reportable segments as (A) those consolidated companies that represent 10% or more of its consolidated annual revenue or total assets and (B) those equity method affiliates whose share of earnings or losses represent 10% or more of Liberty Broadband’s annual pre-tax earnings (losses).
As a result of the GCI Divestiture and in consultation with Liberty Broadband’s chief operating decision maker, the Chief Executive Officer, the Company evaluated its operations and determined under the new organizational and reporting structure, the Company has
As a single reportable segment entity, the Company’s segment performance measure is net earnings (loss). See note 5 for segment disclosure information related to Charter.
I-22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future expenses; the performance, results of operations and cash flows of our equity affiliate, Charter Communications, Inc. (“Charter”); projected sources and uses of cash; the Transactions (as defined below); indebtedness and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties. There can be no assurance that such expectations or beliefs will result or be achieved or accomplished and you should not place undue reliance on these forward-looking statements. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:
| ● | our and Charter’s ability to obtain cash in sufficient amounts to service financial obligations and meet other commitments; |
| ● | our ability to use net operating loss carryforwards and disallowed business interest carryforwards; |
| ● | our and Charter’s ability to obtain additional financing, or refinance existing indebtedness, on acceptable terms; |
| ● | the impact of our and Charter’s significant indebtedness and the ability to comply with any covenants in our and their respective debt instruments; |
| ● | general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn; |
| ● | competition faced by Charter; |
| ● | the ability of Charter to acquire and retain subscribers; |
| ● | the effects of governmental regulation on Charter including subsidies to consumers, subsidies and incentives for competitors, costs, disruptions and possible limitations on operating flexibility related to, and Charter’s ability to comply with, regulatory conditions applicable to Charter; |
| ● | changes in the amount of data used on the networks of Charter; |
| ● | the ability of third-party providers to supply equipment, services, software or licenses; |
| ● | the ability of Charter to respond to new technology and meet customer demands for new products and services; |
| ● | changes in customer demand for Charter’s products and services and their ability to adapt to changes in demand; |
| ● | the ability of Charter to license or enforce intellectual property rights; |
| ● | natural or man-made disasters, terrorist attacks, armed conflicts, pandemics, cyberattacks, network disruptions, service interruptions and system failures and the impact of related uninsured liabilities; |
| ● | the ability to procure necessary services and equipment from Charter’s vendors in a timely manner and at reasonable costs including in connection with Charter’s network evolution and rural construction initiatives; |
| ● | risks related to Charter’s transaction with Cox Enterprises, Inc. (“Cox”); |
| ● | the ability to hire and retain key personnel; |
| ● | risks related to the Investment Company Act of 1940, as amended; |
I-23
| ● | the outcome of any pending or threatened litigation; |
| ● | changes to general economic conditions and their impact on potential customers, vendors and third parties; |
| ● | the ability to satisfy the conditions to consummate the Transactions and/or to consummate the Transactions in a timely manner or at all; |
| ● | the ability to recognize anticipated benefits from the Transactions; |
| ● | the possibility that our business may suffer as a result of uncertainty surrounding the Transactions; |
| ● | the possibility that the Transactions may have unexpected costs; and |
| ● | other risks related to the Transactions. |
For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
Liberty Broadband Corporation (“Liberty Broadband,” “the Company,” “us,” “we,” or “our”) is primarily comprised of an equity method investment in Charter.
On December 18, 2020, the original GCI Liberty, Inc. (“prior GCI Liberty”), the previous parent company of GCI (as defined below), was acquired by Liberty Broadband.
In July 2025, Liberty Broadband and its subsidiaries completed an internal reorganization preceding the GCI Divestiture to transfer the GCI Business (both as defined below) to GCI Liberty, Inc. (now known as Liberty Capital Corporation, as described below, “GCI Liberty”). Following the internal reorganization, GCI Liberty owns, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business (collectively, “GCI”). GCI Liberty was a wholly owned subsidiary of Liberty Broadband until the GCI Divestiture, which was completed on July 14, 2025. GCI Liberty is presented as a discontinued operation in the Company’s condensed consolidated financial statements. See note 2 to the accompanying condensed consolidated financial statements for details of the GCI Divestiture. Subsequent to the divestiture, on May 21, 2026, GCI Liberty, Inc. changed its name to Liberty Capital Corporation (“Liberty Capital”).
Through a number of prior years’ transactions, Liberty Broadband has acquired an interest in Charter. Liberty Broadband controls 25.01% of the aggregate voting power of Charter.
Recent Events
Charter Combination
On November 12, 2024, the Company entered into a definitive agreement (the “Merger Agreement”) under which Charter has agreed to acquire Liberty Broadband (the “Combination”, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). At the special meeting held on February 26, 2025, the requisite holders of Liberty Broadband’s Series A common stock, Series B common stock and Series A cumulative redeemable preferred stock approved the adoption of the Merger Agreement, pursuant to which, among other things, Liberty Broadband will combine with Charter and divested the business of GCI (the “GCI Business”).
I-24
In addition, in connection with the entry into the Merger Agreement, Charter, Liberty Broadband and Advance/Newhouse Partnership (“A/N”) entered into an amendment (the “Stockholders and Letter Agreement Amendment”) to (i) that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”), by and among Charter, Liberty Broadband, and A/N, and (ii) that certain Letter Agreement, dated as of February 23, 2021 (the “Letter Agreement”), by and between Charter and Liberty Broadband. Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions under the Merger Agreement and prior to the date on which Liberty Broadband’s 3.125% Debentures due 2053 were no longer outstanding, Charter was intended to repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $100 million and (ii) an amount such that immediately after giving effect thereto, Liberty Broadband would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement. From and after April 6, 2026, the date on which Liberty Broadband’s 3.125% Debentures due 2053 were no longer outstanding, the amount of monthly repurchases will instead be the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) an amount such that immediately after giving effect thereto, Liberty Broadband would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under the Margin Loan Facility. If any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permissible (such limitations, the “repurchase limitations”), then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) an agreed minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment less the repurchase amount that is repurchased, with such loan to occur on the terms set forth in the Stockholders and Letter Agreement Amendment, in each case, subject to certain conditions. Liberty Broadband will remain subject to the existing voting cap of 25.01%. Proceeds from share repurchases applied to debt service are expected to be tax free. On March 5, 2026, Charter, Liberty Broadband and A/N entered into a letter agreement (the “2026 Letter Agreement”), pursuant to which, among other things, the parties agreed to (i) amend the measurement period for certain liquidity calculations under the Stockholders and Letter Agreement Amendment from 30 days following a Monthly Determination Date (as defined in the Stockholders and Letter Agreement Amendment) to a period commencing on (and excluding) such Monthly Determination Date and ending on (and including) the immediately succeeding Monthly Determination Date and (ii) for the repurchase period ending March 31, 2026, provide for the repurchase notice to be delivered no later than March 31, 2026 and for the repurchase date to occur on April 2, 2026.
In addition, pursuant to the terms of the Merger Agreement, if the LTV Ratio (as defined under the Margin Loan Facility) under the Margin Loan Facility equals or exceeds 50%, then Charter must (x)(1) subject to the repurchase limitations, repurchase additional Charter Class A common stock or (2) loan cash to Liberty Broadband, in each case, in an amount necessary, after giving effect to the use of such proceeds to repay borrowings under the Margin Loan Facility, to reduce the LTV Ratio under the Margin Loan Facility to 30% (or, in certain circumstances with respect to a loan from Charter, 40%) and/or (y) permit Liberty Broadband to pledge additional Charter Class A common stock to reduce the LTV Ratio under the Margin Loan Facility to 30%. On May 12, 2026, due to the LTV Ratio under the Margin Loan Facility exceeding 50%, Liberty Broadband and Charter entered into a loan agreement whereby Charter advanced a term loan to Liberty Broadband in the aggregate principal amount of approximately $359 million to repay borrowings under the Margin Loan Facility. The terms of the loan agreement are more fully described in note 6 to the accompanying condensed consolidated financial statements.
On May 16, 2025, Charter and Cox announced that they entered into a definitive agreement to combine their businesses (the “Cox Transactions”). In connection with this transaction, Liberty Broadband has agreed to accelerate the closing of the Combination to occur contemporaneously with the Cox Transactions. There are no changes to any other transaction terms of the pending Liberty Broadband and Charter transaction.
GCI Divestiture
As discussed above, as a condition to closing the Combination, Liberty Broadband agreed to divest the GCI Business by way of a distribution to the holders of Liberty Broadband common stock (the “GCI Divestiture”), which was completed on July 14, 2025. The GCI Divestiture was taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Combination. If such corporate level tax liability exceeded $420 million, Liberty Broadband (and Charter upon completion of the Combination) would be entitled under a tax receivables agreement to the portion of the tax benefits realized by Liberty Capital corresponding to such excess; however, the corporate level tax liability from the GCI Divestiture is estimated to be significantly less than $420 million.
I-25
On June 19, 2025, Liberty Broadband entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), whereby, subject to the terms thereof, GCI Liberty, a Nevada corporation and a wholly owned subsidiary of Liberty Broadband, would spin-off from Liberty Broadband.
Pursuant to the Separation and Distribution Agreement, the GCI Divestiture was accomplished by means of a distribution by Liberty Broadband of 0.20 of a share of GCI Liberty’s Series A, B and C GCI Group common stock, (collectively, the “GCI Group common stock”), for each whole share of the corresponding series of Liberty Broadband common stock held as of June 30, 2025 by the holder thereof. The distribution of the GCI Group common stock was completed on July 14, 2025. As a result of the GCI Divestiture, GCI Liberty became an independent, publicly traded company and its businesses, assets and liabilities initially consist of 100% of the outstanding equity interests in GCI. As mentioned above, on May 21, 2026, GCI Liberty, Inc. changed its name to Liberty Capital Corporation.
In connection with the GCI Divestiture, Liberty Broadband entered into certain agreements, including the Separation and Distribution Agreement, pursuant to which, among other things, Liberty Broadband and Liberty Capital (formerly, GCI Liberty) will indemnify each other against certain losses that may arise, a tax sharing agreement (the “GCI Tax Sharing Agreement”) and a tax receivables agreement (the “GCI Tax Receivables Agreement”). The GCI Tax Sharing Agreement governs the allocation of taxes, tax benefits, tax items and tax-related losses between Liberty Broadband and Liberty Capital, and the GCI Tax Receivables Agreement governs the respective rights and obligations of Liberty Broadband and Liberty Capital with respect to certain tax matters.
As the GCI Divestiture represents a strategic shift that had a major effect on Liberty Broadband’s operations and financial results, GCI Liberty is presented as a discontinued operation from the GCI Divestiture date.
Update on Economic Conditions
Charter
Charter is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand.
The competitive environment continued to challenge Charter’s Internet customer growth in the second quarter of 2026 and Charter lost 172,000 Internet customers. Mobile lines grew by 406,000 while video customer losses improved versus the prior year period driven by improvements to product offerings with customers finding value in bundling Charter’s seamless connectivity and entertainment products. Charter’s core strategy is to deliver great products, at a great value, while continuously improving service. Charter remains focused on improving customer results through the power of Charter’s advanced fiber-powered network and cutting-edge connectivity products and services and its simplified pricing and packaging strategy that better utilizes its seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth.
Charter’s Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages. Charter has completed deals with major programmers to deliver better flexibility and greater value to its customers by including seamless entertainment applications with certain of its Spectrum TV packages at no additional cost. Charter offers the sale of these seamless entertainment applications to customers on an à la carte basis, and, through its digital storefront, the Spectrum App Store, customers can easily activate, upgrade, buy and manage their streaming applications in one place. Charter also continues to develop other elements of its video product and is deploying Xumo stream boxes to new video customers.
Charter’s customer commitments focus on reliable connectivity, transparency, exceptional service and always improving. By continually improving its product set and offering consumers the opportunity to save money by switching to Charter’s services, Charter believes it can continue to penetrate its expanding footprint and sell additional products to its existing customers. Charter sees operational benefits from the targeted investments made in employee wages and benefits to
I-26
build employee skill sets and tenure, as well as the continued investments in digitization of its customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.
Charter currently offers Spectrum Internet products with speeds up to 1 gigabit per second across its entire footprint and multi-gigabit data speeds in a portion of its footprint. Chater’s network evolution initiative remains on track to deliver symmetrical and multi-gigabit speeds across its entire footprint with convergence everywhere it operates. Charter spent $391 million and $818 million on its subsidized rural construction initiative during the three and six months ended June 30, 2026, respectively, and activated approximately 127,000 and 216,000 subsidized rural passings, respectively.
Results of Operations —June 30, 2026 and 2025
General. Provided in the table below is information regarding our consolidated Operating Results and Other Income and Expense.
Three months ended | Six months ended |
| ||||||||
June 30, | June 30, |
| ||||||||
2026 | | 2025 | | 2026 | 2025 |
| ||||
amounts in millions | ||||||||||
Operating costs and expenses: | ||||||||||
General and administrative | $ | 3 | 9 | 7 |
| 21 | ||||
Stock-based compensation | 1 | 1 | 2 | 2 | ||||||
Operating income (loss) | (4) | (10) | (9) |
| (23) | |||||
Other income (expense): | ||||||||||
Interest expense | (23) | (28) | (47) | (58) | ||||||
Share of earnings (losses) of affiliate | (2,653) | 345 | (2,345) |
| 663 | |||||
Gain (loss) on dilution of investment in affiliate | (135) | (15) | (205) |
| (33) | |||||
Realized and unrealized gains (losses) on financial instruments, net | 20 | 76 | 17 |
| 39 | |||||
Other, net | 3 | 5 | 4 |
| 2 | |||||
Earnings (loss) before income taxes | (2,792) | 373 | (2,585) |
| 590 | |||||
Income tax benefit (expense) | 667 | (17) | 663 |
| — | |||||
Net earnings (loss) from continuing operations | $ | (2,125) | 356 | (1,922) | 590 | |||||
General and administrative
General and administrative expense decreased $6 million and $14 million for the three and six months ended June 30, 2026, respectively, as compared to the corresponding prior year periods, due to decreased professional service fees related to the Transactions.
Stock-based compensation
Stock-based compensation expense was flat for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods.
Operating Income (Loss)
Consolidated operating loss improved $6 million and $14 million for the three and six months ended June 30, 2026, respectively, as compared to the corresponding prior year periods, due to the above explanations.
I-27
Other Income and Expense
Components of Other income (expense) are presented in the table below.
Three months ended | Six months ended |
| ||||||||
June 30, | June 30, |
| ||||||||
2026 | 2025 | 2026 | 2025 |
| ||||||
amounts in millions |
| |||||||||
Other income (expense): | | | | | | | | |||
Interest expense | $ | (23) | (28) | (47) |
| (58) | ||||
Share of earnings (losses) of affiliate |
| (2,653) | 345 | (2,345) |
| 663 | ||||
Gain (loss) on dilution of investment in affiliate |
| (135) | (15) | (205) |
| (33) | ||||
Realized and unrealized gains (losses) on financial instruments, net |
| 20 | 76 | 17 |
| 39 | ||||
Other, net |
| 3 | 5 | 4 |
| 2 | ||||
$ | (2,788) | 383 | (2,576) |
| 613 | |||||
Interest expense
Interest expense decreased $5 million and $11 million during the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year. The decreases were driven by lower interest rates on our variable rate debt, as well as lower amounts outstanding of exchangeable senior debentures, which were all retired on April 6, 2026.
Share of earnings (losses) of affiliate
Share of losses of affiliate increased $2,998 million and $3,008 million during the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year. Due to a sustained decline in Charter’s share price, we recorded a $3.0 billion impairment loss on our equity method investment in Charter during the second quarter of 2026, reducing our investment balance to fair value determined using Charter’s share price, which is a Level 1 fair value input. The impairment reflects a decline in the fair value of our investment in Charter that we determined to be other than temporary. We will continue to monitor Charter’s share price, among other relevant considerations, to determine if the carrying value of our investment remains appropriate. Future declines in share price could result in additional impairments, which could be material.
The Company’s share of earnings (losses) of affiliate line item in the accompanying condensed consolidated statements of operations includes expenses of $3,071 million and $66 million, net of related taxes, for the three months ended June 30, 2026 and 2025, respectively, and $3,140 million and $133 million, net of related taxes, for the six months ended June 30, 2026 and 2025, respectively, due to the impairment in the current year and amortization of the excess basis of assets with identifiable useful lives and debt in both periods. The changes in the share of earnings of affiliate in the three and six months ended June 30, 2026, as compared to the corresponding periods in the prior year, were primarily due to the $3.0 billion impairment recorded during the second quarter of 2026.
I-28
The following is a discussion of Charter’s standalone results of operations. In order to provide a better understanding of Charter’s operations, we have included a summarized presentation of Charter’s results from operations.
Three months ended | Six months ended | |||||||||
June 30, | June 30, | |||||||||
2026 | 2025 | 2026 | 2025 | |||||||
amounts in millions | ||||||||||
Revenue | | $ | 13,526 | | 13,766 | 27,123 | | 27,501 | ||
Operating costs and expenses (excluding depreciation and amortization) |
| (8,266) | (8,311) | (16,444) |
| (16,628) | ||||
Depreciation and amortization |
| (2,197) | (2,176) | (4,408) |
| (4,357) | ||||
Operating income (loss) |
| 3,063 | 3,279 | 6,271 |
| 6,516 | ||||
Other income (expense), net |
| (1,064) | (1,370) | (2,444) |
| (2,753) | ||||
Net income (loss) before income taxes |
| 1,999 | 1,909 | 3,827 |
| 3,763 | ||||
Income tax benefit (expense) |
| (475) | (414) | (940) |
| (859) | ||||
Net income (loss) | $ | 1,524 | 1,495 | 2,887 |
| 2,904 | ||||
Charter’s revenue decreased $240 million and $378 million during the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year, primarily due to a higher seamless entertainment allocation and fewer customer relationships, partly offset by mobile line growth.
During the three and six months ended June 30, 2026, Charter’s operating costs and expenses, excluding depreciation and amortization, decreased $45 million and $184 million, respectively, as compared to the corresponding periods in the prior year. Operating costs decreased during both the three and six months ended June 30, 2026, as compared to the corresponding periods in the prior year, primarily due to lower programming costs. Programming costs decreased as a result of a $184 million and $355 million increase in costs allocated to seamless entertainment applications and netted within video revenue during the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in 2025, as well as a higher mix of lower cost video packages within its video customer base and fewer video customers, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.
Charter’s other operating expenses, net, also decreased for the six months period due to the absence of a $90 million impairment on non-strategic assets during the six months ended June 30, 2025, as well as lower merger and acquisition costs in both the three and six months ended June 30, 2026, as compared to the corresponding periods in the prior year.
Partially offsetting these decreases, other costs of revenue increased in both periods primarily due to higher mobile device sales and mobile service direct costs due to an increase in mobile lines as well as higher advertising sales costs given higher political revenue. These decreases were further offset by incremental transition expenses, which represent incremental costs incurred to prepare for the integration of Cox Communications, Inc.’s operations and to bring systems and processes into a uniform operating structure.
Depreciation and amortization expense increased $21 million and $51 million during the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year, primarily as a result of more recent capital expenditures, partly offset by certain assets becoming fully depreciated.
Charter’s operating income decreased $216 million and $245 million for the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year, for the reasons described above.
Gain (loss) on dilution of investment in affiliate
The loss on dilution of investment in affiliate increased $120 million and $172 million during the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year. The loss on dilution of investment in affiliate increased primarily due to an increase in issuance of Charter common stock from the exercise of stock options and restricted stock units held by employees and other third parties at differing share prices. For the six months
I-29
ended June 30, 2025, the losses were significantly offset by a gain on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during the period.
Realized and unrealized gains (losses) on financial instruments, net
Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following:
Three months ended | Six months ended |
| ||||||||
June 30, | June 30, |
| ||||||||
2026 | 2025 | 2026 | 2025 |
| ||||||
amounts in millions |
| |||||||||
Exchangeable senior debentures | $ | 19 | 76 | 10 | 39 | |||||
Other | 1 | — | 7 | — | ||||||
$ | 20 | 76 | 17 |
| 39 | |||||
The changes in these accounts are primarily due to market factors and changes in the fair value of the underlying stocks or financial instruments to which these related (see notes 4 and 6 to the accompanying condensed consolidated financial statements for additional discussion). The changes in realized and unrealized gains (losses) for the three and six months ended June 30, 2026, compared to the corresponding periods in the prior year, were primarily due to the change in fair value of the debentures outstanding for the respective periods related to changes in market price of the underlying Charter stock.
Other, net
Other, net income decreased $2 million and increased $2 million for the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year. The change for the six month period was primarily due to a tax sharing receivable with QVC Group, Inc., formerly Qurate Retail, Inc. (“QVC Group”). The tax sharing receivable with QVC Group resulted in no income or loss for the three and six months ended June 30, 2026, compared to no income or loss for the three months ended June 30, 2025 and a loss of $4 million for the six months ended June 30, 2025. See more discussion about the tax sharing agreement with QVC Group in note 1 to the accompanying condensed consolidated financial statements. The remaining variance for both periods is the result of decreased interest and dividend income.
Income taxes
Earnings (loss) before income taxes and income tax (expense) benefit are as follows:
Three months ended | Six months ended | |||||||||
June 30, | June 30, | |||||||||
| 2026 | | 2025 | 2026 | 2025 | |||||
amounts in millions | ||||||||||
Earnings (loss) before income taxes | $ | (2,792) |
| 373 | (2,585) |
| 590 | |||
Income tax benefit (expense) |
| 667 |
| (17) | 663 |
| — | |||
Effective income tax rate |
| 24% | 5% | 26% | 0% | |||||
For the three and six months ended June 30, 2026, the Company recognized a tax benefit greater than the U.S. statutory rate of 21% primarily due to non-taxable proceeds from Charter share repurchases received pursuant to the Merger Agreement and federal tax credits.
For the three months ended June 30, 2025, the Company recognized tax expense less than the U.S. statutory rate of 21% primarily due to non-taxable proceeds from Charter share repurchases received pursuant to the Merger Agreement. For the six months ended June 30, 2025, the Company had no tax expense.
I-30
Net earnings (loss) from continuing operations
The Company had net losses from continuing operations of $2,125 million and $1,922 million for the three and six months ended June 30, 2026, respectively, and net earnings from continuing operations of $356 million and $590 million for the three and six months ended June 30, 2025, respectively. The change in net earnings (loss) from continuing operations was the result of the above-described fluctuations in our expenses and other gains and losses.
Liquidity and Capital Resources
As of June 30, 2026, substantially all of our cash, cash equivalents, restricted cash and restricted cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
We discuss below both potential sources and use of liquidity, however, while the Transactions are pending, we are currently subject to certain contractual restrictions and therefore may not be able to take some or all of the actions described below.
The following are potential sources of liquidity: available cash balances, monetization of investments (including Charter Repurchases (as defined in note 5 to the accompanying condensed consolidated financial statements and discussed below)), outstanding debt facilities (as discussed in note 6 to the accompanying condensed consolidated financial statements), and dividend and interest receipts.
As of June 30, 2026, Liberty Broadband had a cash and cash equivalents balance of $43 million.
Six months ended June 30, |
| |||||
2026 | 2025 |
| ||||
amounts in millions |
| |||||
Cash flow information |
|
|
|
| ||
Net cash provided by (used in) operating activities | $ | (118) |
| (56) | ||
Net cash provided by (used in) investing activities | $ | 598 |
| 605 | ||
Net cash provided by (used in) financing activities | $ | (532) |
| (623) | ||
The increase in cash used in operating activities during the six months ended June 30, 2026, as compared to the corresponding period in the prior year, was primarily driven by timing differences in working capital accounts.
During the six months ended June 30, 2026 and 2025, net cash flows provided by investing activities were primarily related to the sale of Charter Class A common stock for $595 million and $600 million, respectively, pursuant to the terms of multiple agreements as described in more detail in note 5 to the accompanying condensed consolidated financial statements. From and after April 6, 2026, the date on which the 3.125% Debentures due 2053 (as defined in note 6 to the accompanying condensed consolidated financial statements) were no longer outstanding, the amount of monthly repurchases by Charter will be the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) an amount such that immediately after giving effect thereto, Liberty Broadband would satisfy certain minimum liquidity requirements as set forth in the Stockholders and Letter Agreement Amendment and (y) the aggregate principal amount outstanding under the Margin Loan Facility (as defined in note 6 to the accompanying condensed consolidated financial statements).
During the six months ended June 30, 2026, net cash flows used in financing activities were primarily to settle the 3.125% Exchangeable Senior Debentures due 2053 for $965 million, offset partially by the advancement of a term loan from Charter for $359 million and net borrowings of $74 million on the Margin Loan Facility. The terms of the Charter Loan Facility (as defined in note 6 to the accompanying condensed financial statements) are more fully described in note 6 to the accompanying condensed financial statements.
During the six months ended June 30, 2025, net cash flows used in financing activities were primarily to settle the 3.125% Debentures due 2054 for $952 million.
I-31
The projected uses of cash and restricted cash for the remainder of 2026 are debt service and repayment, approximately $40 million for interest payments on outstanding debt, approximately $5 million for Liberty Broadband preferred stock dividends, transaction-related expenses and to reimburse Liberty Media Corporation for amounts due under various agreements. We expect corporate cash and other available sources of liquidity as discussed above to cover corporate expenses for the foreseeable future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.
We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which could include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We could achieve this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, and (ii) issuing variable rate debt with appropriate maturities and interest rates.
As of June 30, 2026, our debt is comprised of the following amounts:
Variable rate debt | Fixed rate debt |
| ||||||||
Principal | | Weighted avg | | Principal | | Weighted avg |
| |||
amount | interest rate | amount | interest rate |
| ||||||
dollar amounts in millions |
| |||||||||
$ | 1,223 | 5.6 | % | $ | — | 0.0 | % | |||
Our investment in Charter (our equity method affiliate) is publicly traded and not generally reflected at fair value in our balance sheet. Our investment in Charter is also subject to market risk that is not directly reflected in our financial statements.
Item 4. Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and its principal accounting and financial officer (the "Executives"), and under the oversight of its board of directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2026. Based on that evaluation, the Executives concluded the Company's disclosure controls and procedures were effective as of June 30, 2026 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There has been no change in the Company's internal control over financial reporting that occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
I-32
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Our Annual Report on Form 10-K for the year ended December 31, 2025 includes "Legal Proceedings" under Item 3 of Part I. There have been no material changes from the legal proceedings described in our Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Programs
There were no repurchases of Liberty Broadband Series A, Series B or Series C common stock or Liberty Broadband preferred stock during the three months ended June 30, 2026, which is currently restricted by the Merger Agreement.
Item 5. Other Information
None of the Company’s directors or officers
Item 6. Exhibits
| (a) | Exhibits |
Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
4.1 | ||
10.1 | ||
31.1 | ||
31.2 | ||
32 | ||
101.INS | XBRL Instance Document* - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document* | |
101.LAB | Inline XBRL Taxonomy Label Linkbase Document* | |
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document* | |
101.DEF | Inline XBRL Taxonomy Definition Document* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
* Filed herewith
** Furnished herewith
II-1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LIBERTY BROADBAND CORPORATION | ||
Date: July 29, 2026 | By: | /s/ MARTIN E. PATTERSON | |
Martin E. Patterson President and Chief Executive Officer | |||
Date: July 29, 2026 | By: | /s/ BRIAN J. WENDLING | |
Brian J. Wendling Chief Accounting Officer and Principal Financial Officer | |||
II-2