As filed with the Securities and Exchange Commission on June 25, 2026
Registration No. 333-251570
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8 Registration Statement Under the Securities Act of 1933
LIBERTY BROADBAND CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
47-1211994 (I.R.S. Employer Identification No.) |
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
GCI 401(k) Plan
(Full title of the plan)
|
Renee L. Wilm Chief Legal Officer and Chief Administrative Officer Liberty Broadband Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5700
Copies to: Robin Melman White & Case LLP 1221 Avenue of the Americas New York, NY 10020 (212) 819-8200 (Name, address and telephone number, including area code, of agent for service) |
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.
| Large accelerated filer x | 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Liberty Broadband Corporation, a Delaware corporation (the “Company”), is filing this Post-Effective Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-8, originally filed on December 22, 2020 (the “Original Form S-8”), to deregister certain securities under the GCI 401(k) Plan and thus enable the GCI 401(k) Plan to file a Form 15 suspending its duty to file reports under the Securities Exchange Act of 1934, as amended, including on Form 11-K. The securities being deregistered by this Amendment include all shares of the Company’s Series C Common Stock, par value $0.01 per share (the “Series C Common Stock”), under, and all plan interests in, the GCI 401(k) Plan (the “Plan Interests”), which remain unsold as of the date hereof. Following the divestiture of the Company’s GCI business, the fund consisting of the Company’s Series C Common Stock ceased to be an investment option under the GCI 401(k) Plan effective during the plan’s fiscal year ended December 31, 2025. Accordingly, no further offers or sales of shares of the Company’s Series C Common Stock under the GCI 401(k) Plan or any Plan Interests related thereto are required to be registered under the Original Form S-8.
The Original Registration Statement remains in effect with respect to the other securities registered thereunder, the offering of which has not yet terminated and that otherwise remain unsold.
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 24.1 | Power of Attorney of Certain Officers and Directors (incorporated by reference to Exhibit 24.1 to the Original Form S-8). |
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on June 25, 2026.
| LIBERTY BROADBAND CORPORATION | ||
| By: | /s/ Renee L. Wilm | |
| Name: | Renee L. Wilm | |
| Title: | Chief Legal Officer and Chief Administrative Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Martin E. Patterson | President and Chief Executive Officer | June 25, 2026 | ||
| Martin E. Patterson | (Principal Executive Officer) | |||
| * | Principal Financial Officer and Chief | |||
| Brian J. Wendling | Accounting Officer (Principal Financial Officer | June 25, 2026 | ||
| and Principal Accounting Officer) | ||||
| * | Chairman of the Board | June 25, 2026 | ||
| John C. Malone | ||||
| /s/ Derek Chang | Director | June 25, 2026 | ||
| Derek Chang | ||||
| * | Director | June 25, 2026 | ||
| Gregg L. Engles | ||||
| * | Director | June 25, 2026 | ||
| Julie D. Frist | ||||
| * | Director | June 25, 2026 | ||
| Richard R. Green | ||||
| * | Director | June 25, 2026 | ||
| Sue Ann R. Hamilton | ||||
| * | Director | June 25, 2026 | ||
| J. David Wargo | ||||
| * | Director | June 25, 2026 | ||
| John E. Welsh III | ||||
| * Pursuant to Power of Attorney: | ||||
| /s/ Renee L. Wilm | Chief Legal Officer and | June 25, 2026 | ||
| Renee L. Wilm | Chief Administrative Officer |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees of (or other persons who administer) the GCI 401(k) Plan have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on June 25, 2026.
| GCI 401(K) PLAN | ||
| By: | /s/ Peter Pounds | |
| Name: | Peter Pounds | |
| Title: | Plan Committee Member | |
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