Washington, D.C. 20549



Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 16, 2023


(Exact name of registrant as specified in its charter)




(State or other jurisdiction of

incorporation or organization)


File Number)

(I.R.S. Employer

Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Series A common stock


The Nasdaq Stock Market LLC

Series B common stock


The Nasdaq Stock Market LLC

8.0% Series A Cumulative Redeemable Preferred Stock


The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 7.01. Regulation FD Disclosure.

On May 16, 2023, pursuant to the Series B Convertible Preferred Stock Purchase Agreement by and between Liberty Broadband Corporation (“Liberty Broadband”) and Qurate Retail, Inc. (together with its applicable subsidiary, “Qurate Retail”), Qurate Retail sold 27,509,203 shares of Series B Convertible Preferred Stock, par value $0.001 (the “Preferred Stock”), of comScore, Inc. (“comScore”) to Liberty Broadband for an aggregate purchase price of $57.5 million.  The purchase price was based on many factors, including the current interest rate environment, the payment of regular dividends by comScore and a reduction in the value of the special dividend right and conversion feature of the Preferred Stock.  The sale, which was completed in a private transaction exempt from the registration requirements under the Securities Act of 1933, as amended, is consistent with Qurate Retail’s previously-disclosed intention to monetize non-strategic assets. Charter Communications, Inc., in which Liberty Broadband owns a 26% equity interest, also owns shares of the Preferred Stock.

The disclosure in Item 7.01 of this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 16, 2023



/s/ Katherine C. Jewell

Name: Katherine C. Jewell

Title: Vice President