GCI Liberty, Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 9, 2025

GCI Liberty, Inc.

(Exact name of registrant as specified in its charter)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5900

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: None

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 x

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. x

Item 1.01. Entry into a Material Definitive Agreement.

The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 14, 2025 at 4:30 p.m., New York City time (the “Effective Time”), Liberty Broadband Corporation (“Liberty Broadband”) completed its previously announced spin-off (the “Spin-Off”) of its former wholly-owned subsidiary GCI Liberty, Inc. (“GCI Liberty”).

The Spin-Off was accomplished by means of a distribution by Liberty Broadband of 0.20 of a share of GCI Liberty’s Series A GCI Group common stock, par value $0.01 per share, Series B GCI Group common stock, par value $0.01 per share, and Series C GCI Group common stock, par value $0.01 per share (collectively, the “GCI Group common stock”), for each whole share of the corresponding series of Liberty Broadband common stock held as of 5:00 p.m., New York City time, on June 30, 2025 by the holder thereof. Cash (with no interest) was paid in lieu of fractional shares of GCI Group common stock.

As a result of the Spin-Off, GCI Liberty is an independent, publicly traded company and its businesses, assets and liabilities initially consist of 100% of the outstanding equity interests in GCI, LLC and its subsidiaries.

In connection with the Spin-Off, the following agreements were entered into by GCI Liberty (the “Spin-Off Agreements”):

The section of the prospectus filed on July 2, 2025 with the Securities and Exchange Commission, as part of GCI Liberty’s Registration Statement on Form S-1 (File No. 333-286272) (the “Prospectus”), entitled “Certain Relationships and Related Party Transactions-Agreements Relating to the Spin-Off,” which describes the material terms of the Spin-Off Agreements, is incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Spin-Off Agreements, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K.

Item 3.03. Material Modification to Rights of Securities Holders.

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors; Resignation of Brian J. Wendling and Renee L. Wilm

At the Effective Time, the size of GCI Liberty’s board of directors (the “Board”) was increased to five directors, and to fill the vacancies and newly created directorships resulting from the resignations described below and the expansion of the Board, Ronald A. Duncan, Brian M. Deevy, Richard R. Green and Larry E. Romrell were appointed to the Board. John C. Malone also continues to serve as a director of GCI Liberty.

Following the appointments, GCI Liberty has a total of five directors and John C. Malone serves as Chairman of the Board. The members of the Board are divided into three classes: (i) Mr. Green appointed as a Class I Director, whose term will expire at the annual meeting of stockholders in 2026; (ii) Mr. Deevy and Mr. Romrell appointed as Class II Directors, whose terms will expire at the annual meeting of stockholders in 2027; and (iii) Mr. Malone and Mr. Duncan appointed as Class III Directors, whose terms will expire at the annual meeting of stockholders in 2028. Mr. Malone and Mr. Duncan serve as members of the Executive Committee of the Board. Mr. Deevy, Mr. Green and Mr. Romrell serve as members of the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board, and each of Mr. Deevy, Mr. Romrell and Mr. Green serve as the chairperson of the foregoing committees, respectively.

In connection with the closing of the Spin-Off and appointment of the new directors, Brian J. Wendling and Renee L. Wilm resigned from the Board, effective as of the Effective Time. Mr. Wendling remains Chief Accounting Officer and Principal Financial Officer of GCI Liberty and Ms. Wilm remains Chief Legal Officer and Chief Administrative Officer of GCI Liberty.

Officers of GCI Liberty

In connection with the Spin-Off, the individuals listed below will serve as executive officers of GCI Liberty.

In connection with the Spin-Off, Mr. Duncan acknowledged that, effective following the Spin-Off, he no longer reports to the Chief Executive Officer of Liberty Broadband, he reports instead to the Board, he no longer attends board meetings of Liberty Broadband as an observer, and GCI Liberty is a successor to Liberty Broadband in certain respects under Mr. Duncan’s employment agreement with GCI Communication Corp. The description of Mr. Duncan’s acknowledgement is qualified in its entirety by reference to the full text of the acknowledgement letter, which is filed as Exhibit 10.6 to this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 11, 2025, GCI Liberty filed its Certificate of Designations (the “Certificate of Designations”) with the Nevada Secretary of State, which became effective upon filing with the Nevada Secretary of State on July 11, 2025. The Certificate of Designations designates the shares of GCI Liberty’s non-voting preferred stock, par value $0.01 per share, and establishes its preferences, limitations, voting powers and relative rights.

On July 14, 2025, GCI Liberty filed its Amended and Restated Articles of Incorporation (the “Restated Articles”) with the Nevada Secretary of State, which became effective as of 4:05 p.m., New York City time on July 14, 2025. The Restated Articles provided for the reclassification of GCI Liberty’s then outstanding common stock, par value $0.01 per share, into GCI Group common stock. The Restated Articles also authorize a group of common stock to be designated the Ventures Group common stock (“Ventures Group common stock” and together with GCI Group common stock, the “GCI Liberty common stock”), which may be issued in three series. No shares of Ventures Group common stock will be outstanding at the time of the Spin-Off.

The Restated Articles sets forth the terms of the GCI Liberty common stock and describes the rights of holders of the GCI Liberty common stock. Shares of Series A GCI Group common stock and Series C GCI Group common stock are expected to begin trading on Nasdaq under the symbols “GLIBA” and “GLIBK” on July 15, 2025. Shares of Series B GCI Group common stock are expected to be quoted on the OTC Markets under the symbol “GLIBB” and quoting is expected to begin on or around July 21, 2025.

Also on July 14, 2025, effective as of the Effective Time, GCI Liberty’s amended and restated its bylaws (the “Bylaws”) to read as filed as Exhibit 3.2 of this Current Report on Form 8-K.

The section of the Prospectus entitled “Description of Our Capital Stock” which describes certain provisions of the Restated Articles, the Bylaws and the Certificate of Designations, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Restated Articles, the Bylaws and the Certificate of Designations, which are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On July 14, 2025, Liberty Broadband and GCI Liberty issued a press release announcing the completion of the Spin-Off. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The disclosure in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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: July 14, 2025