Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, 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 December 31, 2025. Based on that evaluation, the Executives concluded the Company's disclosure controls and procedures were effective as of December 31, 2025 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.
See page II-14 for Management's Report on Internal Control Over Financial Reporting.
See page II-15 for Report of Independent Registered Public Accounting Firm for their attestation regarding our internal control over financial reporting.
There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Item 9B. Other Information
Insider Trading Arrangements
N o n e of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, using the criteria in Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2025, the Company's internal control over financial reporting is effective.
The Company’s independent registered public accounting firm audited the consolidated financial statements and related notes in the Annual Report on Form 10-K and have issued an audit report on the effectiveness of the Company’s internal control over financial reporting. Their report appears on page II-15 of this Annual Report on Form 10-K.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Broadband Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Broadband Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 4, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 4, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Broadband Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Broadband Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 4, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Equity method accounting for the Company’s investment in Charter
As discussed in notes 3 and 6 to the consolidated financial statements, the Company has recorded an investment in Charter of $8,670 million as of December 31, 2025, accounted for using the equity method. The investment represents approximately 98.2% of the total assets of the Company as of December 31, 2025. The investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses as they occur, including any impairments of Charter that are considered other than temporary and for additional purchases and sales of Charter shares. The Company’s investment in Charter differs from the underlying equity of Charter which results in excess basis in the investment. This excess basis is allocated to the underlying assets and liabilities of the Company’s investee within memo accounts used for equity method accounting.
We identified the evaluation of the equity method of accounting for the Company’s investment in Charter as a critical audit matter. Evaluating the Company’s application of the equity method of accounting for the Company’s investment in Charter required a higher degree of complex auditor judgment to determine the nature and extent of audit effort required to address the matter.
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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the Company’s application of its equity method accounting, including the related share of earnings calculation, the amortization of the excess basis, and the gain or loss on dilution. We performed risk assessment procedures, including sensitivity analyses, and applied auditor judgment to determine the nature and extent of procedures to be performed over the investment. We developed independent expectations of (1) the Company’s share of earnings of Charter, and (2) the gain or loss on dilution and compared such expectations to the amounts recorded by the Company. We recalculated the excess basis amortization.
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
Denver, Colorado
February 4, 2026
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LIBERTY BROADBAND CORPORATION
Consolidated Balance Sheets
December 31, 2025 and 2024
2025
2024
amounts in millions,
except share amounts
Assets
Current assets:
Cash and cash equivalents
$
57
89
Restricted cash and other current assets
46
19
Current assets of discontinued operations
—
315
Total current assets
103
423
Investment in Charter, accounted for using the equity method (note 6)
8,670
13,057
Restricted cash and other assets, net
57
135
Non-current assets of discontinued operations
—
3,072
Total assets
8,830
16,687
Liabilities and Equity
Current liabilities:
Taxes payable
23
—
Current portion of debt, including $ 956 and zero measured at fair value, respectively (note 7)
956
—
Other current liabilities
8
10
Current liabilities of discontinued operations
—
190
Total current liabilities
987
200
Long-term debt, net, including zero and $ 1,897 measured at fair value, respectively (note 7)
790
2,687
Deferred income tax liabilities (note 8)
1,155
2,028
Preferred stock (note 9)
200
201
Non-current liabilities of discontinued operations
—
1,763
Total liabilities
3,132
6,879
Equity
Series A common stock, $ .01 par value. Authorized 500,000,000 shares; issued and outstanding 18,254,690 and 18,251,013 at December 31, 2025 and December 31, 2024, respectively
—
—
Series B common stock, $ .01 par value. Authorized 18,750,000 shares; issued and outstanding 386,988 and 2,007,705 at December 31, 2025 and December 31, 2024, respectively
—
—
Series C common stock, $ .01 par value. Authorized 500,000,000 shares; issued and outstanding 124,856,052 and 123,022,488 at December 31, 2025 and December 31, 2024, respectively
1
1
Additional paid-in capital
1,646
3,007
Accumulated other comprehensive earnings (loss), net of taxes
15
73
Retained earnings
4,036
6,712
Total stockholders' equity
5,698
9,793
Non-controlling interests
—
15
Total equity
5,698
9,808
Commitments and contingencies (note 11)
Total liabilities and equity
$
8,830
16,687
See accompanying notes to consolidated financial statements.
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LIBERTY BROADBAND CORPORATION
Consolidated Statements of Operations
Years Ended December 31, 2025, 2024 and 2023
2025
2024
2023
amounts in millions,
except per share amounts
Operating costs and expenses:
General and administrative, including stock-based compensation
$
36
50
39
Operating income (loss)
( 36 )
( 50 )
( 39 )
Other income (expense):
Interest expense (including amortization of deferred loan fees)
( 110 )
( 145 )
( 155 )
Share of earnings (losses) of affiliate (note 6)
( 3,062 )
1,323
1,155
Gain (loss) on dilution of investment in affiliate (note 6)
( 96 )
( 32 )
( 60 )
Realized and unrealized gains (losses) on financial instruments, net (note 5)
51
( 125 )
( 101 )
Other, net
( 1 )
12
23
Earnings (loss) before income taxes
( 3,254 )
983
823
Income tax benefit (expense)
923
( 187 )
( 175 )
Net earnings (loss) from continuing operations
( 2,331 )
796
648
Net earnings (loss) from discontinued operations
( 345 )
73
40
Net earnings (loss)
$
( 2,676 )
869
688
Basic net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3)
$
( 16.30 )
5.57
4.44
Basic net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3)
$
( 2.41 )
0.51
0.27
Diluted net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3)
$
( 16.30 )
5.57
4.41
Diluted net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share (note 3)
$
( 2.41 )
0.51
0.27
See accompanying notes to consolidated financial statements.
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LIBERTY BROADBAND CORPORATION
Consolidated Statements of Comprehensive Earnings (Loss)
Years ended December 31, 2025, 2024 and 2023
2025
2024
2023
amounts in millions
Net earnings (loss)
$
( 2,676 )
869
688
Other comprehensive earnings (loss), net of taxes:
Credit risk on fair value debt instruments gains (loss)
( 7 )
29
44
Recognition of previously unrealized losses (gains) on debt instruments, net
( 42 )
( 8 )
( 1 )
Other
( 9 )
—
—
Other comprehensive earnings (loss) from continuing operations
( 58 )
21
43
Other comprehensive earnings (loss) from discontinued operations
—
—
—
Comprehensive earnings (loss)
$
( 2,734 )
890
731
See accompanying notes to consolidated financial statements.
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LIBERTY BROADBAND CORPORATION
Consolidated Statements of Cash Flows
Years ended December 31, 2025, 2024 and 2023
2025
2024
2023
amounts in millions
Cash flows from operating activities:
Net earnings (loss)
$
( 2,676 )
869
688
Adjustments to reconcile net earnings (loss) to net cash from operating activities:
(Earnings) loss from discontinued operations
345
( 73 )
( 40 )
Stock-based compensation
5
15
15
Share of (earnings) losses of affiliate, net
3,062
( 1,323 )
( 1,155 )
(Gain) loss on dilution of investment in affiliate
96
32
60
Realized and unrealized (gains) losses on financial instruments, net
( 51 )
125
101
Deferred income tax expense (benefit)
( 851 )
180
155
State indemnification paid to GCI Liberty
( 91 )
—
—
Changes in operating assets and liabilities:
Current and other assets
11
11
( 22 )
Payables and other liabilities
( 3 )
( 14 )
( 38 )
Taxes payable
( 174 )
4
( 25 )
Net cash provided by (used in) operating activities
( 327 )
( 174 )
( 261 )
Cash flows from investing activities:
Cash received for Charter shares repurchased by Charter
1,200
335
394
Cash released from escrow related to dispositions
—
—
23
Purchase of investments
—
—
( 53 )
Other investing activities, net
7
( 12 )
—
Net cash provided by (used in) investing activities
1,207
323
364
Cash flows from financing activities:
Borrowings of debt
695
984
1,501
Repayments of debt
( 1,647 )
( 1,094 )
( 1,610 )
Repurchases of Liberty Broadband common stock
—
( 89 )
( 227 )
Indemnification payment to QVC Group
—
—
( 45 )
Distribution from former subsidiary
—
150
65
Other financing activities, net
12
( 25 )
2
Net cash provided by (used in) financing activities
( 940 )
( 74 )
( 314 )
Net cash provided by (used in) discontinued operations:
Cash provided by (used in) operating activities
247
278
277
Cash provided by (used in) investing activities
( 115 )
( 193 )
( 214 )
Cash provided by (used in) financing activities
( 206 )
( 107 )
( 76 )
Net cash provided by (used in) by discontinued operations
( 74 )
( 22 )
( 13 )
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
( 134 )
53
( 224 )
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period
229
176
400
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period
$
95
229
176
See accompanying notes to consolidated financial statements .
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LIBERTY BROADBAND CORPORATION
Consolidated Statements of Equity
Years ended December 31, 2025, 2024 and 2023
Accumulated
Retained
Noncontrolling
Additional
other
earnings
interest in
Common stock
paid-in
comprehensive
(accumulated
equity of
Total
Series A
Series B
Series C
capital
earnings (loss)
deficit)
subsidiaries
equity
amounts in millions
Balance at December 31, 2022
$
—
—
1
3,318
9
5,155
18
8,501
Net earnings (loss)
—
—
—
—
—
688
—
688
Other comprehensive earnings (loss), net of taxes
—
—
—
—
43
—
—
43
Stock-based compensation
—
—
—
34
—
—
—
34
Liberty Broadband stock repurchases
—
—
—
( 227 )
—
—
—
( 227 )
Noncontrolling interest activity at Charter and other
—
—
—
( 18 )
—
—
2
( 16 )
Balance at December 31, 2023
—
—
1
3,107
52
5,843
20
9,023
Net earnings (loss)
—
—
—
—
—
869
—
869
Other comprehensive earnings (loss), net of taxes
—
—
—
—
21
—
—
21
Stock-based compensation
—
—
—
28
—
—
—
28
Liberty Broadband stock repurchases
—
—
—
( 89 )
—
—
—
( 89 )
Noncontrolling interest activity at Charter and other
—
—
—
( 39 )
—
—
( 5 )
( 44 )
Balance at December 31, 2024
—
—
1
3,007
73
6,712
15
9,808
Net earnings (loss)
—
—
—
—
—
( 2,676 )
—
( 2,676 )
Other comprehensive earnings (loss), net of taxes
—
—
—
—
( 58 )
—
—
( 58 )
Stock-based compensation
—
—
—
12
—
—
—
12
GCI Divestiture
—
—
—
( 1,357 )
—
—
( 18 )
( 1,375 )
Noncontrolling interest activity at Charter and other
—
—
—
( 16 )
—
—
3
( 13 )
Balance at December 31, 2025
$
—
—
1
1,646
15
4,036
—
5,698
See accompanying notes to consolidated financial statements.
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(1) Basis of Presentation
The accompanying 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, 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 consolidated financial statements. See note 2 for details of the GCI Divestiture.
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 the Merger Agreement, the “Transactions”). Under the terms of the Merger Agreement, each holder of Liberty Broadband Series A common stock (“LBRDA”), Series B common stock (“LBRDB”), and Series C common stock (“LBRDK”) (collectively, “Liberty Broadband common stock”) will receive 0.236 of a share of Charter Class A common stock per share of Liberty Broadband common stock held, with cash to be paid in lieu of fractional shares. Each holder of Liberty Broadband Series A cumulative redeemable preferred stock (“Liberty Broadband preferred stock”) will receive one share of newly issued Charter Series A cumulative redeemable preferred stock (“Charter preferred stock”) per share of Liberty Broadband preferred stock held. The Charter preferred stock will substantially mirror the current terms of the Liberty Broadband preferred stock, including a mandatory redemption date of March 8, 2039. At the special meeting held on February 26, 2025, the requisite holders of LBRDA, LBRDB and 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 $ 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 GCI Liberty corresponding to such excess; however, the corporate level tax liability from the GCI Divestiture is estimated to be significantly less than $ 420 million.
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, Charter is 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, provided that 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, 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 % as described in note 6. Proceeds from share repurchases applied to debt service are expected to be tax free.
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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.
In connection with the GCI Divestiture, Martin E. Patterson was appointed to the role of President and Chief Executive Officer of Liberty Broadband, effective July 14, 2025. Upon effectiveness of Mr. Patterson’s appointment, John C. Malone resigned as President and Chief Executive Officer but remains Chairman of the Board.
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 $ 8 million and $ 7 million for the years ended December 31, 2025 and 2024, respectively. Liberty Broadband had a tax sharing receivable with QVC Group of approximately $ 10 million and $ 20 million as of December 31, 2025 and 2024, respectively, included in Restricted cash and other assets, net in the consolidated balance sheets.
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and represent the historical consolidated financial information of the Company’s interest in Charter, as well as certain other assets and liabilities. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
(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.
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 is an independent, publicly traded company and its businesses, assets and liabilities initially consisted of 100 % of the outstanding equity interests in GCI.
In connection with the GCI Divestiture, Liberty Broadband entered into certain agreements with GCI Liberty, including the Separation and Distribution Agreement, pursuant to which, among other things, Liberty Broadband and GCI Liberty will
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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 GCI Liberty, and the GCI Tax Receivables Agreement governs the respective rights and obligations of Liberty Broadband and GCI Liberty with respect to certain tax matters. During the fourth quarter of 2025, Liberty Broadband reimbursed $ 91 million to GCI Liberty for state income taxes related to the GCI Divestiture that were Liberty Broadband’s responsibility under the Tax Sharing Agreement.
As disclosed in note 1, GCI Liberty is presented as a discontinued operation in Liberty Broadband’s 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 presents a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations to the total assets and liabilities of discontinued operations as presented in the consolidated balance sheet.
December 31,
2024
amounts in millions
Assets
Total current assets
$
315
Property and equipment, net
1,150
Intangible assets not subject to amortization
1,346
Intangible assets subject to amortization, net
411
Other assets, net
165
Total assets
3,387
Liabilities and Equity
Total current liabilities
190
Long-term debt, net
1,066
Deferred income tax liabilities
360
Other liabilities
337
Total liabilities
$
1,953
Non-controlling interests
$
15
In connection with the GCI Divestiture, the Company identified events that indicated that it was more likely than not that the carrying value of the GCI reporting unit and certain indefinite-lived intangible assets exceeded their fair value. A quantitative goodwill impairment test was completed, comparing the estimated fair value to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in the Company’s valuation analyses are based on management’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. The Company estimated the fair value of the GCI reporting unit and indefinite-lived intangible assets using an income approach (Level 3). As a result, the Company recognized impairment charges of $ 534 million related to intangible assets not subject to amortization, which is included in Net earnings (loss) from discontinued operations for the year ended December 31, 2025.
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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 consolidated statements of operations.
Years ended December 31,
2025
2024
2023
amounts in millions
Revenue
$
566
1,016
981
Operating costs and expenses:
Operating expense (exclusive of depreciation and amortization shown separately below)
126
257
245
Selling, general and administrative, including stock-based compensation
212
410
394
Impairment of intangible assets
534
—
—
Depreciation and amortization
114
207
230
986
874
869
Operating income (loss)
( 420 )
142
112
Other income (expense):
Interest expense (including amortization of deferred loan fees)
( 24 )
( 49 )
( 51 )
Other, net
5
6
4
Earnings (loss) from discontinued operations before income taxes
( 439 )
99
65
Income tax benefit (expense)
94
( 26 )
( 25 )
Net earnings (loss) from discontinued operations
$
( 345 )
73
40
(3) Summary of Significant Accounting Policies
Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents
Cash consists of cash deposits held in global financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less at the time of acquisition. Cash that has restrictions upon its usage has been excluded from cash and cash equivalents. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and corporate debt securities. The Company maintains some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits.
Restricted cash and restricted cash equivalents are cash and highly liquid investments, respectively, that are restricted for usage. The majority of the Company’s restricted cash and restricted cash equivalents balance at December 31, 2025 and 2024 relate to the proceeds from sales of Charter shares occurring after the Merger Agreement was entered into, which are restricted for use to settle Liberty Broadband debt and/or pay interest on Liberty Broadband debt pursuant to the Stockholders and Letter Agreement Amendment, as more fully described in note 6. The Company classifies the restricted cash and restricted cash equivalents from sales of Charter shares to align with the classification of the Company’s debt. See note 4 for more information on restricted cash and restricted cash equivalents.
Investments in Equity Method Affiliates
For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the equity method investee. The Company determines the difference between the purchase price of the equity method investee and the underlying equity which results in an excess basis in the investment. This excess basis is allocated to the underlying assets and liabilities of the Company’s equity method investee through an acquisition accounting exercise and is allocated within memo accounts used for equity method accounting purposes. Depending on the applicable underlying assets, these amounts are either amortized over the applicable useful lives or determined to be indefinite lived. Changes in the Company’s proportionate share of the underlying equity of an equity method investee, which result from the issuance of additional equity securities by such equity method investee, are recognized in the statement of operations through the Gain (loss) on dilution of investment in affiliate line item. We periodically evaluate our equity method investment to determine if decreases in fair value below our cost basis are other than temporary. If a decline in fair value is determined to be other than temporary, we are required to reflect such decline in our
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consolidated statements of operations. Other than temporary declines in fair value of our equity method investment would be included in Share of earnings (losses) of affiliates in our consolidated statements of operations.
The primary factors we consider in our determination of whether declines in fair value are other than temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of the equity method investee. In addition, we consider the reason for the decline in fair value, be it general market conditions, industry specific or equity method investee specific; analysts' ratings and estimates of 12 month share price targets for the equity method investee; changes in stock price or valuation subsequent to the balance sheet date; and our intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value.
As Liberty Broadband does not control the decision making process or business management practices of its affiliate accounted for using the equity method, Liberty Broadband relies on management of its affiliates 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 the audit reports that are provided by the affiliates’ independent auditors 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 affiliates that would have a material effect on Liberty Broadband’s consolidated financial statements. See note 6 for additional discussion regarding our investment in Charter.
Other Investments
All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values.
The Company performs a qualitative assessment each reporting period for its equity securities without readily determinable fair values to identify whether an equity security could be impaired. When the Company’s qualitative assessment indicates that an impairment could exist, it estimates the fair value of the investment and to the extent the fair value is less than the carrying value, it records the difference as an impairment in the consolidated statements of operations.
Stock-Based Compensation
As more fully described in note 10, Liberty Broadband has granted to its directors, employees and employees of certain of its former subsidiaries, restricted stock units (“RSUs”) and stock options to purchase shares of Liberty Broadband common stock (collectively, “Awards”). Liberty Broadband measures the cost of employee services received in exchange for equity classified Awards (such as stock options and restricted stock) based on the grant-date fair value of the Awards and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Awards). Liberty Broadband 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.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not that such net deferred tax assets will not be realized. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Due to inherent complexities arising from the nature of our business, future changes in income tax
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law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.
When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in Interest expense in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in Other, net in the accompanying consolidated statements of operations.
We recognize in our consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position.
Loss Contingencies
Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.
Comprehensive Earnings (Loss)
Comprehensive earnings (loss) consists of net earnings (loss), comprehensive earnings (loss) attributable to debt credit risk adjustments and the Company’s share of the comprehensive earnings (loss) of our equity method affiliate.
Earnings Attributable to Liberty Broadband Stockholders 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 years ended December 31, 2025, 2024 and 2023 are approximately 2 million, 3 million and 2 million potential common shares, respectively, because their inclusion would have been antidilutive.
Years ended December 31,
2025
2024
2023
number of shares in millions
Basic WASO
143
143
146
Potentially dilutive shares (1)
—
—
1
Diluted WASO
143
143
147
(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.
Reclassifications
Reclassifications have been made to the prior years’ consolidated financial statements to conform to the classifications used in the current year.
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Estimates
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 affiliates and (ii) accounting for income taxes to be its most significant estimates.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures , which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The effective date for the standard is for fiscal years beginning after December 15, 2024, and interim periods beginning after December 15, 2025. The Company adopted this guidance for the year ended December 31, 2025 and has applied it retrospectively to all prior periods presented in the financial statements. See notes 4 and 8 for required disclosures.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which expands disclosures about specific expense categories at interim and annual reporting periods. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 (year ending December 31, 2027 for the Company), and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2024-03 on the related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40. The amendments improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 (year ending December 31, 2028 for the Company). The Company is currently evaluating the impact the adoption of ASU 2025-06 will have on its consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. ASU 2025-10 is effective for annual periods beginning after December 15, 2028 (year ending December 31, 2029 for the Company). The Company is currently evaluating the impact the adoption of ASU 2025-10 will have on its consolidated financial statements.
(4) Supplemental Disclosures to Consolidated Statements of Cash Flows
Years ended December 31,
2025
2024
2023
amounts in millions
Cash paid for interest, net of amounts capitalized
$
110
146
155
Cash paid for taxes, net of refunds:
Federal
United States
$
117
20
46
State and local
—
—
—
Total cash paid for taxes, net of refunds
$
117
20
46
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The following table reconciles cash and cash equivalents, restricted cash and restricted cash equivalents reported in the Company’s consolidated balance sheets to the total amount presented in its consolidated statements of cash flows:
Years ended December 31,
2025
2024
2023
amounts in millions
Cash and cash equivalents
$
57
89
79
Cash and cash equivalents included in current assets of discontinued operations
—
74
95
Restricted cash and restricted cash equivalents included in other current assets
38
—
—
Restricted cash and restricted cash equivalents included in other assets
—
65
—
Restricted cash included in non-current assets of discontinued operations
—
1
2
Total cash and cash equivalents, restricted cash and restricted cash equivalents at end of period
$
95
229
176
Restricted cash and restricted cash equivalents for the years ended December 31, 2025 and 2024 primarily relates to proceeds from Charter share repurchases occurring after the Merger Agreement was entered into, which are restricted for use to settle Liberty Broadband debt and/or pay interest on Liberty Broadband debt pursuant to the Stockholders and Letter Agreement Amendment, as more fully described in note 6.
(5) 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:
December 31, 2025
December 31, 2024
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
$
57
57
—
89
89
—
Restricted cash equivalents
$
38
38
—
64
64
—
Exchangeable senior debentures
$
956
—
956
1,897
—
1,897
The Company’s exchangeable senior debentures are debt instruments with quoted market value prices that are not considered to be traded on “active markets”, as defined in GAAP, and are 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 3.125 % Debentures due 2054 prior to their redemption in the second quarter of 2025 and the 3.125 % Debentures due 2053 (each as defined in note 7)). With the exception of long-term debt and preferred stock, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our consolidated balance sheets. The carrying value of the Margin Loan Facility (as defined in note 7) bears interest at a variable rate and therefore is also considered to approximate fair value.
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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:
Years ended December 31,
2025
2024
2023
amounts in millions
Exchangeable senior debentures (1)
$
51
( 108 )
( 106 )
Other (2)
—
( 17 )
5
$
51
( 125 )
( 101 )
(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 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 loss of $ 9 million, a gain of $ 27 million and a gain of $ 55 million for the years ended December 31, 2025, 2024 and 2023, respectively, net of the recognition of previously unrecognized gains and losses. During the years ended December 31, 2025 and 2024, the Company recognized $ 53 million and $ 9 million, respectively, of previously unrecognized gains related to the retirement of the 3.125 % Debentures due 2054 and a portion of the 3.125 % Debentures due 2053, respectively. The cumulative change was a gain of $ 20 million as of December 31, 2025, net of the recognition of previously unrecognized gains and losses.
(2) For the year ended December 31, 2024, the Company recognized an impairment on an equity security.
(6) 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 December 31, 2025, the carrying and market value of Liberty Broadband’s ownership in Charter was approximately $ 8.7 billion and $ 8.7 billion, respectively. We own an approximate 32.8 % economic ownership interest in Charter, based on shares of Charter’s Class A common stock issued and outstanding as of December 31, 2025.
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, 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 26 % or the Voting Cap (as defined below) (the “Equity Cap”). Pursuant to the Stockholders and Letter Agreement Amendment, Liberty Broadband is exempt from the Equity Cap to the extent Liberty Broadband’s equity ownership in Charter exceeds such Equity Cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment. In the event the Merger Agreement is terminated, Liberty Broadband’s equity ownership in Charter (on a fully diluted basis) is capped at the greater of the Voting Cap or the percentage of equity owned (on a fully diluted basis) by Liberty Broadband on the termination date of the Merger Agreement. As of December 31, 2025, due to Liberty Broadband’s voting interest exceeding the current voting cap of 25.01 % (the “Voting Cap”), our voting control of the aggregate voting power of Charter is 25.01 %. Under the Stockholders Agreement and the Stockholders and Letter Agreement Amendment, Liberty Broadband has agreed to vote all voting securities beneficially owned by it, or over which it has voting discretion or control that are in excess of the Voting Cap in the same proportion as all other votes cast by public stockholders of Charter with respect to the applicable matter.
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
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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 as described below.
Interim Merger Period Stock Repurchases
Simultaneously with the execution and delivery of the Merger Agreement, Charter, Liberty Broadband and A/N have 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 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, Charter is 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, provided that 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, 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) the Liberty Broadband minimum liquidity threshold 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. From and after the date Liberty Broadband’s 3.125 % Debentures due 2053 are no longer outstanding, the amount of monthly repurchases would instead 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. The per share sales price shall be determined as set forth in the Letter Agreement, provided that if Charter has not repurchased shares of its common stock during the relevant repurchase period, the repurchase price shall be based on a Bloomberg Volume Weighted Average Price methodology proposed by Charter and reasonably acceptable to Liberty Broadband.
Under the terms of the Stockholders and Letter Agreement Amendment and original Letter Agreement, Liberty Broadband sold Charter Class A common stock to Charter as follows:
Years ended December 31,
2025
2024
2023
dollar amounts in millions
Number of Charter Class A shares sold to Charter
3,757,599
980,558
950,721
Amount of Charter Class A shares sold to Charter
$
1,200
335
394
Subsequent to December 31, 2025, Liberty Broadband sold 484,708 shares of Charter Class A common stock to Charter for $ 100 million.
During the years ended December 31, 2025, 2024 and 2023, there were dilution losses of $ 96 million, $ 32 million, and $ 60 million, respectively, in the Company’s investment in Charter. The dilution losses were primarily attributable to the exercise of stock options and restricted stock units held by employees and other third parties at differing share prices, partially offset by net gains on dilution related to Charter’s repurchase of Liberty Broadband’s Charter shares during the periods presented.
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The excess basis in our investment in Charter is allocated within memo accounts used for equity method accounting purposes as follows (amounts in millions):
Years ended December 31,
2025
2024
Property and equipment, net
$
183
280
Customer relationships, net
1,596
1,751
Franchise fees
850
3,843
Trademarks
6
29
Goodwill
1,519
3,845
Debt
( 121 )
( 251 )
Deferred income tax liability
( 628 )
( 1,413 )
$
3,405
8,084
Property and equipment and customer relationships have weighted average remaining useful lives of approximately 2 years and 6 years , respectively, and franchise fees, trademarks and goodwill have indefinite lives. The excess basis of outstanding debt is amortized over the contractual period using the straight-line method. The decrease in excess basis for the year ended December 31, 2025 was primarily due to a $ 4.4 billion impairment loss on our equity method investment, as further described below. The decrease in excess basis was also impacted by amortization expense during the period. Included in our share of earnings (losses) from Charter of ($ 3,062 ) million, $ 1,323 million and $ 1,155 million for the years ended December 31, 2025, 2024 and 2023, respectively, are $ 266 million, $ 303 million and $ 277 million, respectively, of losses, net of related taxes, due to the amortization of the excess basis related to assets with identifiable useful lives and debt.
Due to a sustained decline in Charter’s share price, we recorded a $ 4.4 billion impairment loss on our equity method investment in Charter during the fourth quarter of 2025, reducing our investment balance to fair value determined using Charter’s share price, which is a Level 1 fair value input. The impairment reflects an other than temporary decline in our investment in Charter’s fair value. We will continue to monitor Charter’s share price, among other relevant considerations, 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.
Summarized financial information for Charter is as follows:
Charter Consolidated Balance Sheets
December 31,
December 31,
2025
2024
amounts in millions
Current assets
$
5,144
4,233
Property and equipment, net
46,444
42,913
Goodwill
29,710
29,674
Intangible assets, net
67,911
68,437
Other assets
5,004
4,763
Total assets
$
154,213
150,020
Current liabilities
$
13,306
13,486
Deferred income taxes
19,841
18,845
Long-term debt
94,006
92,134
Other liabilities
6,541
5,848
Equity
20,519
19,707
Total liabilities and shareholders' equity
$
154,213
150,020
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Charter Consolidated Statements of Operations
Years ended December 31,
2025
2024
2023
amounts in millions
Revenue
$
54,774
55,085
54,607
Cost and expenses:
Operating costs and expenses (excluding depreciation and amortization)
32,739
33,167
33,405
Depreciation and amortization
8,711
8,673
8,696
Other operating (income) expense, net
416
127
( 53 )
41,866
41,967
42,048
Operating income
12,908
13,118
12,559
Interest expense, net
( 5,042 )
( 5,229 )
( 5,188 )
Other income (expense), net
( 408 )
( 387 )
( 517 )
Income tax (expense) benefit
( 1,692 )
( 1,649 )
( 1,593 )
Net income (loss)
5,766
5,853
5,261
Less: Net income attributable to noncontrolling interests
( 779 )
( 770 )
( 704 )
Net income (loss) attributable to Charter shareholders
$
4,987
5,083
4,557
(7) Debt
Debt is summarized as follows:
Outstanding
principal
Carrying value
December 31,
December 31,
December 31,
2025
2025
2024
amounts in millions
Margin Loan Facility
$
790
790
790
3.125 % Exchangeable Senior Debentures due 2053
965
956
951
3.125 % Exchangeable Senior Debentures due 2054
—
—
946
Total debt
$
1,755
1,746
2,687
Debt classified as current
( 956 )
—
Total long-term debt
$
790
2,687
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 $ 1.15 billion (the “ Term Loan Facility ” and proceeds of such facility, the “ Term Loans ”), (y) a revolving credit facility in an aggregate principal amount of $ 1.15 billion (the “ Revolving Loan Facility ” and proceeds of such facility, the “ Revolving Loans ”; the Revolving Loans, collectively with the Term Loans, the “ Loans ”) and (z) an uncommitted incremental term loan facility in an aggregate principal amount of up to $ 200 million (collectively, the “Margin Loan Facility”). No additional borrowings under the Margin Loan Agreement were made in connection with the Eighth Amendment. SPV’s obligations under the Margin Loan Facility are secured by shares of Charter owned by SPV. The Eighth Amendment provided for, among other things, the extension of the scheduled maturity date to June 30, 2027.
Outstanding borrowings under the Margin Loan Agreement were $ 790 million as of both December 31, 2025 and 2024. As of December 31, 2025, SPV had borrowing capacity of $ 1,150 million under the Margin Loan Agreement with approximately $ 800 million available to be drawn, subject to certain funding conditions, which may be drawn until five business days prior to the maturity date. The maturity date of the loans under the Margin Loan Agreement is June 30, 2027. The borrowings under the Margin Loan Agreement accrue interest at a rate equal to the three-month Secured Overnight Financing Rate (“ SOFR ”) plus a per annum spread of 1.875 % (the “Base Spread”) (unless and until the replacement of such rate as provided for under the Margin
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Loan Agreement). The Margin Loan Agreement also has a commitment fee equal to 0.50 % per annum on the daily unused amount of the Revolving Loans. The interest rates on the Margin Loan Facility were 5.5 % and 6.2 % at December 31, 2025 and 2024, respectively.
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.
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 December 31, 2025, 19.1 million shares of Charter common stock with a value of $ 4.0 billion were held in collateral accounts related to the Margin Loan Agreement.
Exchangeable Senior Debentures
On February 28, 2023, the Company closed a private offering of $ 1,265 million aggregate original principal amount of its 3.125 % Exchangeable Senior Debentures due 2053 (the “ 3.125 % Debentures due 2053”), including debentures with an aggregate original principal amount of $ 165 million issued pursuant to the exercise of an option granted to the initial purchasers. Upon an exchange of the 3.125 % Debentures due 2053, the Company, at its election, may deliver shares of Charter Class A common stock, the value thereof in cash, or any combination of shares of Charter Class A common stock and cash. Initially, 1.8901 shares of Charter Class A common stock were attributable to each $ 1,000 original principal amount of 3.125 % Debentures due 2053, representing an initial exchange price of approximately $ 529.07 for each share of Charter Class A common stock. A total of approximately 2.4 million shares of Charter Class A common stock were initially attributable to the 3.125 % Debentures due 2053 . Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2023. The 3.125 % Debentures due 2053 may be redeemed by the Company, in whole or in part, on or after April 6, 2026 or, in whole but not in part, prior to April 6, 2026 if such redemption is due to the execution by the Company of an agreement which, if consummated, would result in a change in control (including, for the avoidance of doubt, the Merger Agreement). Holders of the 3.125 % Debentures due 2053 also have the right to require the Company to purchase their 3.125 % Debentures due 2053 on April 6, 2026. The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the 3.125 % Debentures due 2053 plus accrued and unpaid interest to the redemption date, plus any final period distribution. As of December 31, 2025, a holder of the 3.125 % Debentures due 2053 has the ability to exchange their debentures at any time after January 1, 2026 until the close of business on the second scheduled trading day immediately preceding April 6, 2026 or put their debentures on April 6, 2026 and, accordingly, the 3.125 % Debentures due 2053 have been classified as current within the consolidated balance sheet as of December 31, 2025.
On July 2, 2024, the Company closed a private offering of $ 860 million aggregate original principal amount of its 3.125 % Exchangeable Senior Debentures due 2054 (the “ 3.125 % Debentures due 2054”), including debentures with an aggregate original principal amount of $ 60 million issued pursuant to the exercise of an option granted to the initial purchasers. In connection with the closing of the private offering of the 3.125 % Debentures due 2054, the Company repurchased a total of $ 300 million in aggregate principal amount of the 3.125 % Debentures due 2053 pursuant to individually privately negotiated transactions. After the repurchase, approximately 1.8 million shares of Charter Class A common stock are attributable to the 3.125 % Debentures due 2053.
In March 2025, at the request of Charter, Liberty Broadband called for redemption all of its 3.125 % Debentures due 2054. Pursuant to a supplemental indenture entered into in March 2025, the Company delivered cash to satisfy its exchange obligations. The 3.125 % Debentures due 2054 were either redeemed in April 2025 or exchanged in March 2025 (with such exchanges settled in May 2025). During the year ended December 31, 2025, the Company paid approximately $ 952 million to settle the 3.125 % Debentures due 2054 using corporate cash, restricted cash and proceeds from the Margin Loan Facility.
The Company has elected to account for all of its exchangeable senior debentures at fair value in its consolidated financial statements. Accordingly, changes in the fair value of these instruments are recognized in Realized and unrealized gains (losses) on financial instruments, net in the accompanying consolidated statements of operations. See note 5 for information
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related to unrealized gains (losses) on debt measured at fair value. The Company reviews the terms of all the debentures on a quarterly basis to determine whether an event has occurred to require current classification on the consolidated balance sheets.
Under the Merger Agreement, Liberty Broadband must call for redemption of its 3.125 % Debentures due 2053 for cash within 10 business days of a request by Charter, subject to Liberty Broadband having sufficient liquidity to satisfy the applicable redemption and/or exchange obligation and certain other terms and conditions set forth in the Merger Agreement.
Five Year Maturities
The annual principal maturities of debt, based on stated maturity dates, for each of the next five years is as follows (amounts in millions):
2026
$
—
2027
$
790
2028
$
—
2029
$
—
2030
$
—
(8) Income Taxes
Income tax (benefit) expense consists of:
Years ended December 31,
2025
2024
2023
amounts in millions
Current:
Federal
$
( 72 )
7
20
State and local
—
—
—
( 72 )
7
20
Deferred:
Federal
( 837 )
177
153
State and local
( 14 )
3
2
( 851 )
180
155
Total:
Federal
( 909 )
184
173
State and local
( 14 )
3
2
Income tax (benefit) expense
$
( 923 )
187
175
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Income tax expense (benefit) differs from the amounts computed by applying the applicable United States (“U.S.”) federal income tax rate of 21 % as a result of the following:
Years ended December 31,
2025
2024
2023
(millions)
(percent)
(millions)
(percent)
(millions)
(percent)
U.S. Federal statutory tax rate
$
( 683 )
( 21 )
%
206
21
%
173
21
%
Domestic federal reconciling items
Tax credits
( 1 )
0
%
( 2 )
0
%
—
0
%
Nontaxable and nondeductible items, net
Nontaxable merger proceeds
( 237 )
( 7 )
%
( 21 )
( 2 )
%
—
0
%
Other
8
0
%
1
0
%
1
0
%
Domestic state and local income taxes, net of federal effect
( 10 )
0
%
3
0
%
1
0
%
Total income tax (benefit) expense
$
( 923 )
( 28 )
%
187
19
%
175
21
%
For the years ended December 31, 2025, 2024 and 2023, state and local income taxes in Colorado comprised the majority of the domestic state and local income taxes, net of federal effect category.
For the year ended December 31, 2025 and 2024, the significant reconciling items, as noted in the table above, are primarily due to non-taxable proceeds from Charter share repurchases received pursuant to the Merger Agreement.
For the year ended December 31, 2023, income tax expense did not differ from the U.S. federal income tax rate of 21 %.
The tax effects of temporary differences and tax attributes that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
December 31,
2025
2024
amounts in millions
Deferred tax assets:
Tax loss and tax credit carryforwards
$
19
60
Accrued stock-based compensation
4
2
Intangible assets
3
6
Total deferred tax assets
26
68
Less: valuation allowance
—
—
Net deferred tax assets
26
68
Deferred tax liabilities:
Investments
( 1,179 )
( 2,090 )
Debt
( 2 )
( 6 )
Total deferred tax liabilities
( 1,181 )
( 2,096 )
Net deferred tax asset (liability)
$
( 1,155 )
( 2,028 )
The Company’s valuation allowance was unchanged in 2025.
At December 31, 2025, Liberty Broadband had deferred tax assets of $ 19 million for federal and state net operating losses, interest expense carryforwards and tax credit carryforwards. Of the $ 19 million, $ 17 million are carryforwards with no expiration. The remaining carryforwards expire at certain future dates. These carryforwards are expected to be utilized prior to expiration. The carryforwards that are expected to be utilized begin to expire in 2034.
As of December 31, 2025, the Company had not recorded tax reserves related to unrecognized tax benefits for uncertain tax positions.
As of December 31, 2025, Liberty Broadband’s federal tax years prior to 2021 are closed. However, because Liberty Broadband generated net operating losses (“NOLs”) in years prior to 2021, utilization of the NOLs in future years is still subject
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to adjustment. The IRS has completed its examination of Liberty Broadband’s 2021, 2022 and 2023 tax years, but these years remain open until the statute of limitations expire on March 31, 2026, October 15, 2026 and October 15, 2027, respectively. Liberty Broadband’s 2024 and 2025 tax years are being examined currently as part of the IRS Compliance Assurance Process program. Because Liberty Broadband’s ownership of Charter is less than the required 80%, Charter is not consolidated with Liberty Broadband for federal income tax purposes. As of December 31, 2025, all GCI and prior GCI Liberty tax years prior to 2021 are closed. However, because GCI generated NOLs in tax years prior to 2020, utilization of the NOLs in future years is subject to adjustment. Prior to the March 9, 2018 prior GCI Liberty split-off from QVC Group, certain prior GCI Liberty businesses were part of the QVC Group consolidated federal tax group. QVC Group’s tax years prior to 2022 are closed for federal income tax purposes. Various states are currently examining QVC Group’s prior years’ state income tax returns.
(9) Stockholders' Equity
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 one share of newly issued Liberty Broadband preferred stock. The Company is required to redeem all outstanding shares of Liberty Broadband preferred stock out of funds legally available, at the liquidation price plus all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date through the redemption date, on the first business day following March 8, 2039. There were 7,300,000 shares of Liberty Broadband preferred stock authorized and 7,183,812 shares issued and outstanding at December 31, 2025. An additional 42,700,000 shares of preferred stock of the Company are authorized and are undesignated as to series. The Liberty Broadband preferred stock is accounted for as a liability on the Company’s consolidated balance sheets because it is mandatorily redeemable. As a result, all dividends paid on the Liberty Broadband preferred stock are recorded as interest expense in the Company’s consolidated statements of operations. Liberty Broadband preferred stock has one -third of a vote per share.
The liquidation price is measured per share and shall mean the sum of (i) $ 25 , plus (ii) an amount equal to all unpaid dividends (whether or not declared) accrued with respect to such share have been added to and then remain part of the liquidation price as of such date. The fair value of Liberty Broadband preferred stock of $ 203 million was recorded at the time of the closing of the Liberty Broadband combination with prior GCI Liberty. The fair value of Liberty Broadband preferred stock as of December 31, 2025 was $ 173 million (Level 1).
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.
Dividends on each share of Liberty Broadband preferred stock accrue on a daily basis at a rate of 7.00 % per annum of the liquidation price.
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 four consecutive or non-consecutive dividend periods then the dividend rate shall increase by 2.00 % per annum of the liquidation price until cured. On December 16, 2025, the Company announced that its board of directors had declared a quarterly cash dividend of approximately $ 0.44 per share of Liberty Broadband preferred stock which was paid on January 15, 2026 to shareholders of record of the Liberty Broadband preferred stock at the close of business on December 31, 2025.
Common Stock
LBRDA has one vote per share, LBRDB has ten votes per share and LBRDK has no votes per share (except as otherwise required by applicable law). Each share of the Series B common stock is exchangeable at the option of the holder for one share
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of LBRDA. All series of Liberty Broadband common stock participate on an equal basis with respect to dividends and distributions.
As of December 31, 2025, Liberty Broadband reserved 2.8 million shares of LBRDB and LBRDK common stock for issuance under exercise privileges of outstanding stock Awards.
Purchases of Common Stock
There were no repurchases of LBRDA, LBRDB or LBRDK during the year ended December 31, 2025, which is currently restricted by the Merger Agreement.
During the year ended December 31, 2024, the Company repurchased 1 million shares of LBRDK for aggregate cash consideration of $ 89 million. There were no repurchases of LBRDA or LBRDB during the year ended December 31, 2024.
During the year ended December 31, 2023, the Company repurchased 3 million shares of LBRDA and LBRDK for aggregate cash consideration of $ 227 million. There were no repurchases of LBRDB during the year ended December 31, 2023.
All of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance. As of December 31, 2025, the Company had approximately $ 1.7 billion available to be used for share repurchases under the Company’s share repurchase program, which is currently restricted by the Merger Agreement.
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”), whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in the Company would not exceed 49 % (the “Target Voting Power”) plus 0.5 % (under certain circumstances).
The Exchange Agreement provides for exchanges by the Company and Mr. Malone or the JM Trust of shares of LBRDB for shares of LBRDK in connection with certain events, including (i) any event that would result in a reduction in the outstanding votes that may be cast by holders of the Company’s voting securities or an increase of Mr. Malone’s beneficially-owned voting power in the Company (an “Accretive Event”), in each case, such that Mr. Malone’s voting power in the Company would exceed the Target Voting Power plus 0.5 %; or (ii) from and after the occurrence of any Accretive Event, in connection with any event that would result in an increase in the outstanding votes that may be cast by holders of the Company’s voting securities or a decrease of Mr. Malone’s beneficially-owned voting power in the Company (a “Dilutive Event”), in each case, such that Mr. Malone’s voting power in the Company falls below the Target Voting Power less 0.5 %. Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of LBRDB are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.
In connection with an Accretive Event, Mr. Malone or the JM Trust will be required to exchange with the Company shares of LBRDB (as exchanged, the “Exchanged Series B Shares”) for an equal number of shares of LBRDK (as exchanged, the “Exchanged Series C Shares”) so as to maintain Mr. Malone’s voting power as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.
In connection with a Dilutive Event, Mr. Malone and the JM Trust may exchange the Exchanged Series C Shares with the Company for an equal number of shares of LBRDB equal to the lesser of (i) the number of shares of LBRDB which would maintain Mr. Malone’s voting power as close as possible to, without exceeding, the Target Voting Power and (ii) the number of Exchanged Series B Shares at such time, on the terms and subject to the conditions of 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 LBRDK on a one -for-one basis (the “Malone exchange”) to avoid the application of certain related party
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rules that otherwise could limit the availability of certain tax benefits to the divested GCI entity following the GCI Divestiture. If the Merger Agreement is terminated without the completion of the Combination having occurred but following the consummation of the Malone exchange (the “Malone exchange closing”), and unless otherwise agreed to in writing by the Malone Exchange Holders and Liberty Broadband, the 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 20 % voting power in connection with the GCI Divestiture, and (iv) following the Malone exchange and prior to any termination of the Merger Agreement, none of the Malone Series C Exchangeable Shares would be exchanged for shares of LBRDB.
In accordance with the Malone exchange side letter and concurrent with the GCI Divestiture, the Malone Exchange Holders exchanged 1,617,040 shares of LBRDB for 1,617,040 shares of LBRDK on July 14, 2025. Under the Exchange Agreement and the Malone exchange side letter, the JM Trust has exchanged 2,098,189 total shares of LBRDB for the same number of LBRDK as of December 31, 2025.
(10) Stock-Based Compensation
Included in general and administrative expenses in the accompanying consolidated statements of operations are $ 5 million, $ 15 million and $ 15 million of stock-based compensation during the years ended December 31, 2025, 2024 and 2023, respectively.
Incentive Plans
Liberty Broadband has granted, to certain of its directors, employees and employees of its former subsidiaries, RSUs and stock options to purchase shares of Liberty Broadband common stock. 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.
Holders of Liberty Broadband RSUs who provided services primarily or solely to GCI Liberty or its subsidiaries at the time of the GCI Divestiture, received RSUs that relate to Series C GCI Group common stock (“GLIBK”) in substitution for such Liberty Broadband RSUs. The number of shares of GLIBK subject to such substituted RSUs was determined in a manner to preserve the value of the Liberty Broadband RSUs outstanding prior to the GCI Divestiture.
Holders of Liberty Broadband RSUs other than GCI employees and holders of Liberty Broadband options, none of which were held by GCI employees, were adjusted to preserve the value of such outstanding Liberty Broadband RSUs or Liberty Broadband options, as applicable, prior to the GCI Divestiture and continued to relate to the applicable series of Liberty Broadband common stock. Holders of Liberty Broadband restricted shares outstanding as of the GCI Divestiture continued to hold their Liberty Broadband restricted shares and also received GLIBK restricted shares.
Pursuant to the Liberty Broadband 2024 Omnibus Incentive Plan (the “2024 Plan”), the Company may grant Awards to be made in respect of a maximum of 5.0 million shares of Liberty Broadband common stock plus the shares remaining available for Awards under the prior Liberty Broadband 2019 Omnibus Incentive Plan (the “2019 Plan”), as of close of business on May 23, 2024, the effective date of the 2024 Plan. Any forfeited shares from the 2019 Plan shall also be available again under the 2024 Plan.
Awards generally vest over 1 - 5 years and have a term of 7 - 8 years. Liberty Broadband issues new shares upon exercise of equity awards.
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Grants
During the year ended December 31, 2025, the Company granted 17 thousand time-based RSUs of LBRDK to Mr. Patterson, our Chief Executive Officer. The RSUs had a GDFV of $ 61.49 per share and cliff vest ten days before the effective date of the Transactions.
There were no options to purchase shares of LBRDA, LBRDB or LBRDK granted during 2025. There were also no options to purchase shares of LBRDA or LBRDB granted during 2024 and 2023.
During the years ended December 31, 2024 and 2023, Liberty Broadband granted 183 thousand and 129 thousand options, respectively, to purchase shares of LBRDK to Gregory B. Maffei, our former Chief Executive Officer, in connection with his employment agreement. Such options had a GDFV of $ 20.18 per share and $ 27.83 per share, respectively, at the time they were granted and vested on December 31, 2024 and December 29, 2023, respectively.
During the year ended December 31, 2024, Liberty Broadband granted cash awards equal to $ 12.9 million to its employees and non-employee directors. These cash awards vested 50 % on December 11, 2024 and 50 % on December 11, 2025.
During the year ended December 31, 2023, Liberty Broadband granted to its employees 407 thousand options to purchase shares of LBRDK. Such options had a weighted average GDFV of $ 27.68 per share and vest between one and three years .
During the year ended December 31, 2023, Liberty Broadband granted 21 thousand options to purchase shares of LBRDK to its non-employee directors. Such options had a weighted average GDFV of $ 27.73 per share and cliff vested one year from the grant date.
During the years ended December 31, 2024 and 2023, Liberty Broadband granted 132 thousand and 227 thousand time-based and performance-based RSUs, respectively, of LBRDK to its employees, employees of former subsidiaries and non-employee directors. The RSUs had a weighted average GDFV of $ 56.93 per share and $ 84.02 per share, respectively. The time-based RSUs generally vest between one and five years for employees and employees of former subsidiaries and in one year for non-employee directors. The performance-based RSUs mainly cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.
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. For grants made in 2024 and 2023, the expected term was 5.2 years. The volatility used in the calculation for Awards is based on the historical volatility of Liberty Broadband common stock. For grants made in 2024 and 2023, the range of volatilities was 29.7 % to 31.3 %. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject option.
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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.
Weighted
average
remaining
Aggregate
contractual
intrinsic
LBRDK
WAEP
life
value
(in thousands)
(in years)
(in millions)
Outstanding at January 1, 2025
2,649
$
120.80
Granted
—
$
—
Exercised
( 71 )
$
77.82
Forfeited/Cancelled
( 12 )
$
78.15
GCI Divestiture adjustment
192
$
113.54
Outstanding at December 31, 2025
2,758
$
113.69
2.5
$
—
Exercisable at December 31, 2025
2,644
$
115.51
2.4
$
—
As of December 31, 2025, there were no outstanding options to purchase shares of LBRDA common stock.
During the years ended December 31, 2025, 2024 and 2023, Liberty Broadband had 83 thousand, 150 thousand and 69 thousand LBRDB options, respectively, with exercise prices of $ 93.13 , $ 97.21 and $ 97.21 , respectively, that expired. During the year ended December 31, 2025, the GCI Divestiture resulted in an adjustment of 1 thousand LBRDB options at an exercise price of $ 93.27 . As of December 31, 2025, Liberty Broadband had 14 thousand LBRDB options outstanding and exercisable at an exercise price of $ 93.27 , a remaining contractual life of 0.2 years and aggregate intrinsic value of zero .
As of December 31, 2025, the total unrecognized compensation cost related to unvested Awards was approximately $ 4 million. Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 1.0 year.
As of December 31, 2025, Liberty Broadband reserved approximately 2.8 million shares of LBRDB and LBRDK for issuance under exercise privileges of outstanding stock options.
Exercises
The aggregate intrinsic value of all options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 1 million, $ 52 million and $ 1 million, respectively.
Restricted Stock Awards and RSUs
The aggregate fair value of all LBRDK restricted stock awards and RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $ 21 million, $ 12 million and $ 12 million, respectively.
As of December 31, 2025, the Company had approximately 30 thousand unvested RSUs of LBRDK held by certain officers of the Company with a weighted average GDFV of $ 65.21 per share.
(11) Commitments and Contingencies
Charter and Liberty Broadband - Delaware Litigation
In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, Time Warner Cable Inc., A/N, and Liberty Broadband announced by Charter on May 26, 2015. The lawsuit, which named as defendants Liberty
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Broadband, Charter and the board of directors of Charter, alleged that the transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders. On January 12, 2023, the parties reached a tentative agreement to settle the lawsuit. The court approved the settlement at a fairness hearing on June 22, 2023 and Liberty Broadband paid approximately $ 38 million to Charter as a result of the settlement, which had been accrued as a current liability in the consolidated balance sheet and recorded as a litigation settlement expense within operating income in the fourth quarter of 2022.
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 consolidated financial statements.
Off-Balance Sheet Arrangements
Liberty Broadband did not have any off-balance sheet arrangements, except for those matters discussed above, that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources.
(12) 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 one reportable segment, which is its equity method investment in Charter.
As a single reportable segment entity, the Company’s segment performance measure is net earnings (loss). See note 6 for segment disclosure information related to Charter.
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(13) Quarterly Financial Information (unaudited)
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
amounts in millions, except per share amounts
2025
Operating income (loss)
$
( 13 )
( 10 )
( 8 )
( 5 )
Net earnings (loss) from continuing operations
$
234
356
255
( 3,176 )
Net earnings (loss) from discontinued operations
$
34
27
( 409 )
3
Net earnings (loss)
$
268
383
( 154 )
( 3,173 )
Basic net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
1.64
2.49
1.78
( 22.21 )
Basic net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
0.24
0.19
( 2.86 )
0.02
Diluted net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
1.64
2.49
1.77
( 22.21 )
Diluted net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
0.24
0.19
( 2.84 )
0.02
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
amounts in millions, except per share amounts
2024
Operating income (loss)
$
( 9 )
( 9 )
( 11 )
( 21 )
Net earnings (loss) from continuing operations
$
221
182
120
273
Net earnings (loss) from discontinued operations
$
20
13
22
18
Net earnings (loss)
$
241
195
142
291
Basic net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
1.55
1.27
0.84
1.91
Basic net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
0.14
0.09
0.15
0.13
Diluted net earnings (loss) from continuing operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
1.55
1.27
0.84
1.91
Diluted net earnings (loss) from discontinued operations attributable to Series A, Series B and Series C Liberty Broadband shareholders per common share
$
0.14
0.09
0.15
0.13
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PART II I
The following required information is incorporated by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders presently scheduled to be held in the second quarter of 2026:
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
We expect to file our definitive proxy statement for our 2026 Annual Meeting of Stockholders with the Securities and Exchange Commission on or before April 30, 2026.
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PART IV .
Item 15. Exhibits and Financial Statement Schedules .
(a)(1) Financial Statements
Included in Part II of this report:
Page No.
Liberty Broadband Corporation:
Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Denver, CO , Auditor Firm ID: 185 )
II-15 - 16
Consolidated Balance Sheets, December 31, 2025 and 2024
II-18
Consolidated Statements of Operations, Years ended December 31, 2025, 2024 and 2023
II-19
Consolidated Statements of Comprehensive Earnings (Loss), Years ended December 31, 2025, 2024 and 2023
II-20
Consolidated Statements of Cash Flows, Years ended December 31, 2025, 2024 and 2023
II-21
Consolidated Statements of Equity, Years ended December 31, 2025, 2024 and 2023
II-22
Notes to Consolidated Financial Statements, December 31, 2025, 2024 and 2023
II-23
(a)(2) Financial Statement Schedules
(i)
All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
(ii)
The audited consolidated financial statements of Charter Communications, Inc. as of December 31, 2025 and 2024, and for each of the years ended December 31, 2025, 2024 and 2023, as well as the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm, are contained in Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on January 30, 2026 and are incorporated herein by reference as Exhibit 99.1.
(a)(3) 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):
2 - Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
2.1
Agreement and Plan of Merger, dated as of August 6, 2020, by and among GCI Liberty, Inc., the Registrant, Grizzly Merger Sub 1, LLC, and Grizzly Merger Sub 2, Inc. ( incorporated by reference to Annex A to the Prospectus filed by the Registrant on October 30, 2020 with the SEC pursuant to Rule 424(b)(3) of the Securities Act (File No. 333-248854) (the “Prospectus”)).
2.2
Agreement and Plan of Merger, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc., Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 13, 2024 (File No. 001-36713) (the “November 2024 8-K”)).
3 - Articles of Incorporation and Bylaws:
3.1
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2014 (File No. 001-36713) ).
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 15, 2024 (File No. 001-36713)).
3.3
First Amendment to Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No. 001-36713)).
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3.4
Certificate of Designations of Series A Cumulative Redeemable Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 22, 2020 (File No. 001-36713)).
4 - Instruments Defining the Rights of Securities Holders, including Indentures:
4.1
Specimen Certificate for shares of Series A Common Stock of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 filed on July 25, 2014 (File No. 333-197619) (the “S-1”)).
4.2
Specimen Certificate for shares of Series B Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 to the S-1).
4.3
Specimen Certificate for shares of Series C Common Stock of the Registrant (incorporated by reference to Exhibit 4.3 to the S-1).
4.4
Margin Loan Agreement, dated as of August 31, 2017, among LBC Cheetah 6, LLC, as Borrower, various lenders and Bank of America, N.A., as Calculation Agent and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 1, 2017 (File No. 001-36713)).
4.5
Form of Amendment No. 1 to Margin Loan Agreement, dated as of August 24, 2018 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 1, 2018 (File No. 001-36713)).
4.6
Form of Amendment No. 2 to Margin Loan Agreement and Amendment No. 1 to Collateral Account Control Agreement, dated as of August 19, 2019 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed on November 1, 2019 (File No. 001-36713)).
4.7
Form of Amendment No. 3 to Margin Loan Agreement and Amendment No. 2 to Collateral Account Control Agreement, dated as of August 12, 2020 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed on November 4, 2020 (File No. 001-36713)).
4.8
Form of Amendment No. 4 to Margin Loan Agreement and Amendment No. 4 to Collateral Account Control Agreement, dated as of May 12, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed on August 6, 2021 (File No. 001-36713)).
4.9
Form of Amendment Agreement to Margin Loan Agreement, dated as of August 31, 2017, among LBC Cheetah 6, LLC, as Borrower, and the various parties thereto, dated as of September 30, 2022 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed on November 4, 2022 (File No. 001-36713) ) .
4.10
Form of Amendment No. 6 to Margin Loan Agreement, dated as of November 8, 2022 (incorporated by reference to Exhibit 4.10 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 17, 2023 (File No. 001-36713)).
4.11
Form of Amendment No. 7 to Margin Loan Agreement, dated as of May 17, 2023, among LBC Cheetah 6, LLC, as Borrower, and the other various parties thereto (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 4, 2023 (File No. 001-36713)).
4.12
Form of Amendment No. 8 to Margin Loan Agreement, dated as of June 26, 2024, among LBC Cheetah 6, LLC, as Borrower, and the other various parties thereto (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed on August 8, 2024 (File No. 001-36713)).
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4.13
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 (File No. 001-36713) (the “2020 Form 10-K”)).
4.14
Specimen Certificate for shares of Series A Cumulative Redeemable Preferred Stock of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Amendment No. 2 to its Registration Statement on Form S-4 filed on October 29, 2020 (File No. 333-248854)).
4.15
Indenture, dated as of February 28, 2023, by and between the Registrant, as issuer, and U.S. Bank Trust Company National Association, as trustee.*
4.16
Form of 3.125% Exchangeable Senior Debentures due 2053*
4.17
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
10 - Material Contracts:
10.1+
Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed on April 22, 2015 (File No. 001-36713)).
10.2
Second Amended and Restated Stockholders Agreement, dated May 23, 2015, by and among Charter Communications, Inc., CCH I, LLC, the Registrant, and Advance/Newhouse Partnership (incorporated by reference to Annex C to CCH I, LLC’s Registration Statement on Form S-4 filed on June 26, 2015 (File No. 333-205240)).
10.3
Letter Agreement to the Second Amended and Restated Stockholders Agreement, dated May 18, 2016, by and among the Registrant, Advance/Newhouse Partnership, CCH I, LLC and Charter Communications, Inc. (incorporated by reference to Exhibit 7(p) to Amendment No. 3 to the Registrant’s Schedule 13D in respect of common stock of Charter Communications, Inc., filed on May 26, 2016 (File No. 005-57191)).
10.4
Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.3 to the November 2024 8-K).
10.5
Aircraft Time Sharing Agreements, dated as of November 6, 2015, by and between the Registrant and Liberty Media Corporation (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 12, 2016 (File No. 001-36713) (the “2015 10-K”)).
10.6+
Form of Non-Qualified Stock Option Agreement under the Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) (incorporated by reference to Exhibit 10.21 to the 2015 10-K).
10.7+
Form of Restricted Stock Award Agreement under the Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) (incorporated by reference to Exhibit 10.22 to the 2015 10-K).
10.8
Registration Rights Agreement, dated as of May 18, 2016, by and among the Registrant, Advance/Newhouse Partnership and Charter Communications, Inc. (incorporated by reference to Exhibit 10.3 to Charter Communications, Inc.’s Current Report on Form 8-K filed on May 20, 2016 (File No. 001-33664)).
10.9+
Amendment, dated March 12, 2018, of certain of the Registrant’s incentive plans (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 2, 2018 (File No. 001-36713)).
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10.10
Form of Amended and Restated Indemnification Agreement between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on May 2, 2019 (File No. 001-36713)).
10.11+
Liberty Broadband Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed on April 18, 2019 (File No. 001-36713)).
10.12+
Form of Non-Qualified Stock Option Agreement under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 3, 2020 (File No. 001-36713) (the “2019 10-K”)).
10.13+
Services Agreement, dated as of November 4, 2014, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on November 14, 2014 (File No. 001-36713)).
10.14+
Form of First Amendment to Services Agreement, effective as of December 13, 2019, between Liberty Media Corporation and QVC Group, Inc., the Registrant, GCI Liberty, Inc. and Liberty TripAdvisor Holdings, Inc. (incorporated by reference to Exhibit 10.20 to the 2019 10-K).
10.15+
Form of Annual Option Award Agreement between the Registrant and Gregory B. Maffei under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 19, 2019 (Filed No. 001-36713) (the “December 2019 8-K”)).
10.16+
Form of Upfront Award Agreement between the Registrant and Gregory B. Maffei under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the December 2019 8-K).
10.17
Assumption and Joinder Agreement to Tax Sharing Agreement, made and entered into as of November 12, 2024, by and among the Registrant, Charter Communications, Inc., Grizzly Merger Sub 1, LLC and QVC Group, Inc. (incorporated by reference to Exhibit 10.5 to the November 2024 8-K).
10.18
Assumption and Joinder Agreement to Tax Sharing Agreement, made and entered into as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc. and QVC Group, Inc. (incorporated by reference to Annex H to the Prospectus).
10.19
Tax Sharing Agreement, dated as of March 9, 2019, by and between GCI Liberty, Inc. and QVC Group, Inc. (incorporated by reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No. 001-38385) (the “March 2018 8-K”)).
10.20
Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of November 12, 2024, by and among the Registrant, Charter Communications, Inc., Grizzly Merger Sub 1, LLC, QVC Group, Inc., Liberty Interactive LLC and LV Bridge, LLC. (incorporated by reference to Exhibit 10.6 to the November 2024 8-K).
10.21
Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc., QVC Group, Inc., Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Annex I to the Prospectus).
10.22
Indemnification Agreement, dated as of March 9, 2018, by and among GCI Liberty, Inc., Liberty Interactive Corporation, Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.2 to the March 2018 8-K).
10.23
Assignment and Assumption Agreement, dated as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc., Grizzly Merger Sub 1, LLC, QVC Group, Inc. and Liberty Interactive LLC (incorporated by reference to Annex J to the Prospectus).
IV-4
Table of Contents
10.24+
Amendment to the Liberty Broadband Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.7 to the Registrant’s Registration Statement on Form S-8 filed on December 22, 2020 (File No. 333-251570)).
10.25+
Form of Nonqualified Stock Option Agreement under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors (incorporated by reference to Exhibit 10.35 to the 2020 Form 10-K).
10.26+
Form of Restricted Stock Units Agreement under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors (incorporated by reference to Exhibit 10.36 to the 2020 Form 10-K).
10.27+
Form of Nonqualified Stock Option Agreement under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.37 to the 2020 Form 10-K).
10.28+
Form of Performance-Based Restricted Stock Units Agreement under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 7, 2021 (File No. 001-36713)) .
10.29
Exchange Side Letter Agreement, dated November 12, 2024, by and among the Registrant, John C. Malone, The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust and the John C. Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.4 to the November 2024 8-K).
10.30
Exchange Agreement, dated as of June 13, 2022, by and among John C. Malone, the John C. Malone 1995 Revocable Trust U/A DTD 3/6/1995 and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 13, 2022 (File No. 001-36713)).
10.31+
Form of Restricted Stock Unit Agreement under the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed on May 8, 2024 (File No. 001-36713)).
10.32+
Liberty Broadband Corporation 2024 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed on April 25, 2024 (File No. 001-36713)).
10.33+
Form of Time-Based Cash Award Agreement under the Liberty Broadband Corporation 2024 Omnibus Incentive Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (File No. 001-36713) (the “2024 10-K”)).
10.34+
Form of Time-Based Cash Award Agreement under the Liberty Broadband Corporation 2024 Omnibus Incentive Plan for certain officers (incorporated by reference to Exhibit 10.38 to the 2024 10-K).
10.35
Voting Agreement, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc., The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and the John C. Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.1 to the November 2024 8-K).
10.36
Voting Agreement, dated November 12, 2024, by and among the Registrant, Charter Communications, Inc., Gregory B. Maffei, Maven GRAT 1, LLC, Maven 2017-1 GRAT, LLC and the Maffei Foundation (incorporated by reference to Exhibit 10.2 to the November 2024 8-K).
10.37
Side Letter, dated May 16, 2025, by and among Charter Communications, Inc., the Registrant, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 10.1 to the
IV-5
Table of Contents
Registrant’s Current Report on Form 8-K filed on May 19, 2025 (File No. 001-36713) (the “May 2025 8-K”).
10.38
Voting Agreement, dated May 16, 2025, by and among Charter Communications, Inc., the Registrant and Cox Enterprises, Inc. (incorporated by reference to Exhibit 10.2 to the May 2025 8-K).
10.39
Separation and Distribution Agreement, dated June 19, 2025, by and between the Registrant and GCI Liberty, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 20, 2025 (File No. 001-36713)).
10.40
Tax Sharing Agreement, dated as of July 14, 2025, by and between the Registrant and GCI Liberty, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No. 001-36713) (the “July 2025 8-K”)).
10.41
Tax Receivables Agreement, dated as of July 14, 2025, by and between the Registrant and GCI Liberty, Inc. (incorporated by reference to Exhibit 10.2 to the July 2025 8-K).
10.42+
Restricted Stock Units Agreement, dated as of August 21, 2025, by and between the Registrant and Martin E. Patterson under the Liberty Broadband Corporation 2024 Omnibus Incentive Plan, as amended from time to time (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed on November 5, 2025 (File No. 001-36713)).
19
Liberty Broadband Corporation Insider Trading Policies and Procedures (incorporated by reference to Exhibit 19 to the 2024 10-K).
21
Subsidiaries of Liberty Broadband Corporation.*
23.1
Consent of KPMG LLP.*
23.2
Consent of KPMG LLP.*
31.1
Rule 13a-14(a)/15d - 14(a) Certification.*
31.2
Rule 13a-14(a)/15d - 14(a) Certification.*
32
Section 1350 Certification.**
97
Liberty Broadband Corporation Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 16, 2024 (File No. 001-36713))
99.1
Audited consolidated financial statements of Charter Communications, Inc. as of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024 and 2023 (incorporated by reference to Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-33664), filed on January 30, 2026).
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with 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.*
IV-6
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104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
+ This document has been identified as a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not applicable.
IV-7
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February 4, 2026
By:
/s/ MARTIN E. PATTERSON
Martin E. Patterson
President and Chief Executive Officer
Date: February 4, 2026
By:
/s/ BRIAN J. WENDLING
Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/John C. Malone
Chairman of the Board
February 4, 2026
John C. Malone
/s/Martin E. Patterson
President and Chief Executive Officer
February 4, 2026
Martin E. Patterson
/s/Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer
February 4, 2026
Brian J. Wendling
/s/J. David Wargo
Director
February 4, 2026
J. David Wargo
/s/Richard R. Green
Director
February 4, 2026
Richard R. Green
/s/John E. Welsh III
Director
February 4, 2026
John E. Welsh III
/s/Sue Ann Hamilton
Director
February 4, 2026
Sue Ann Hamilton
/s/Gregg L. Engles
Director
February 4, 2026
Gregg L. Engles
/s/ Julie D. Frist
Director
February 4, 2026
Julie D. Frist
/s/ Derek Chang
Director
February 4, 2026
Derek Chang
IV-8