Form 4: John C. Malone Exchanges Liberty Broadband Series B for Series C Shares in Pre-Arranged Transaction

Liberty Broadband Corp. Director and 10% Owner John C. Malone exchanged 1,617,040 shares of Series B Common Stock for an equal number of Series C Common Stock on July 14, 2025, as part of a pre-arranged agreement.

Summary

• John C. Malone, a Director and 10% Owner of Liberty Broadband Corp. (LBRDK), reported changes in his beneficial ownership.
• On July 14, 2025, Mr. Malone disposed of 1,617,040 shares of Liberty Broadband Corp. Series B Common Stock.
• Concurrently, on July 14, 2025, Mr. Malone acquired 1,617,040 shares of Liberty Broadband Corp. Series C Common Stock.
• Both the disposition and acquisition were reported at a price of $0, indicating an exchange rather than a cash transaction.
• This exchange was conducted pursuant to an Exchange Side Letter dated November 12, 2024, between the Issuer, Mr. Malone, and certain affiliated trusts (the 'Malone exchange group').
• The transaction was also in connection with a distribution by the Issuer of 0.20 of a share of GCI Liberty, Inc.'s Series A, B, and C GCI Group Common Stock to holders of the Issuer's respective Series A, B, and C Common Stock.
• Following the reported transactions, Mr. Malone directly beneficially owns 58,184 shares of Series B Common Stock and 6,746,933 shares of Series C Common Stock.
• Indirect holdings include 122,649 Series B shares via the John C. Malone June 2003 Charitable Remainder Unitrust, 57,641 Series B shares and 357,106 Series C shares via the Leslie A. Malone 1995 Revocable Trust (beneficial ownership disclaimed for spouse's shares), and 213,332 Series C shares via the Malone LG 2013 Charitable Remainder Unitrust.

Sentiment

Score: 7

Explanation: The transaction is a pre-arranged exchange of share classes by a significant insider, not a sale, which is generally neutral to slightly positive as it indicates continued commitment without a negative signal of divestment.

Positives

• The transaction represents an internal rebalancing of share classes by a significant insider, rather than a sale of equity, indicating continued long-term commitment to the company.
• The exchange was pre-arranged under a Rule 10b5-1(c) plan and an Exchange Side Letter, suggesting a planned capital structure adjustment rather than a reactive market decision.

Future Outlook

No forward-looking statements or guidance are provided regarding the company's future performance or strategic direction.

Management Comments

• The transactions described were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Industry Context

This Form 4 filing details an insider's share class exchange, which is specific to the individual's holdings and the company's capital structure, and does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• The exchange involved Mr. Malone and certain affiliated trusts (the 'Malone exchange group'), which are related parties to the reporting person.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is an internal rebalancing of share classes by a major insider, not an open market sale or purchase that would affect liquidity or market price significantly.

Key Dates

Recommendation

Keywords

Liberty Broadband Corp, LBRDK, John C. Malone, SEC Form 4, Insider Transaction, Share Exchange, Series B Common Stock, Series C Common Stock, Beneficial Ownership, Corporate Governance