GCI Liberty Inc. filed SEC Form 8-K: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits
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Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On February 13, 2026, GCI Liberty, Inc., a Nevada corporation (the “Company”), received a notice from the administrator of the GCI 401(k) Plan (the “Plan”) that stated that the Company’s Series C GCI Group common stock held in the Plan in a stock fund (the “GCI Group common stock fund”) will be entering a blackout period due to the liquidation of the Company’s GCI Group common stock from the Plan following its removal as an investment option under the Plan.
The blackout is necessary to effect the liquidation of the Company’s GCI Group common stock held in the GCI Group common stock fund under the Plan. During the blackout, transactions affecting investments in the Company’s Series C GCI Group common stock in the GCI Group common stock fund will be suspended, and participants will be restricted from exercising account activities with respect to this investment alternative under the Plan. The liquidation remains subject to certain administrative procedures and is anticipated to occur in the first quarter of 2026, and the Plan administrator provided a notice stating that the blackout under the Plan is expected to begin at 4:00 p.m. ET on March 16, 2026 and is expected to end on or about March 20, 2026. As a result, the SOX blackout is expected to begin at 4:00 p.m. ET on March 16, 2026 and is expected to end on or about March 20, 2026 but, it is possible that the liquidation may be delayed, in which case, the Company will provide notice of changes to the anticipated SOX blackout period.
In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on February 13, 2026, the Company sent a notice to its directors and executive officers notifying them of the blackout period to be imposed on the Plan and certain trading prohibitions with respect to the Company’s Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock to which they will be subject during the blackout period. A copy of the notice that was sent by the Company to these individuals is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Inquiries relating to the blackout period may be directed to Renee Wilm or Brittany Uthoff in the Legal Department by telephone at 720-875-5900 or by mail at 12300 Liberty Boulevard, Englewood, CO 80112.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| 99.1 | | Notice Under Rule 104 of Regulation BTR, dated February 13, 2026 |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: February 13, 2026
| GCI LIBERTY, INC. | |||
| | | ||
| By: | /s/ Brittany A. Uthoff | ||
| | Name: | Brittany A. Uthoff | |
| | Title: | Vice President and Assistant Secretary | |