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): June 23, 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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On May 13, 2025, each of GCI Liberty, Inc., a Nevada corporation (“GCI Liberty”), and its parent corporation, Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”), received a notice (the “Initial Notice”) from the administrator of the GCI 401(k) Plan (the “Plan”) that stated that Liberty Broadband’s Series C common stock in the Plan and the corresponding shares of GCI Liberty’s Series C GCI Group common stock to be received by the Plan and held in a corresponding stock fund (the “GCI Group common stock fund”) that will be created under the Plan to hold such shares will be entering a blackout period due to the proposed spin-off (as hereinafter described) of GCI Liberty from Liberty Broadband. Following the contribution of 100% of the outstanding equity interests in GCI, LLC, a Delaware limited liability company, and its subsidiaries by Liberty Broadband to GCI Liberty, Liberty Broadband will divest GCI Liberty pursuant to a distribution (the “distribution”) by Liberty Broadband to the holders of record of Liberty Broadband’s Series A common stock, Series B common stock and Series C common stock, as of the record date for the distribution, of all the shares of GCI Liberty’s Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock held by Liberty Broadband immediately prior to the distribution.

The blackout will facilitate the creation of the GCI Group common stock fund to receive the Series C GCI Group common stock in connection with the distribution. During the blackout, transactions affecting investments in Liberty Broadband’s Series C common stock held in the Plan and the Series C GCI Group common stock received in the distribution will be suspended, and participants will be restricted from exercising account activities with respect to these investment alternatives under the Plan.

When the notice was provided on May 13, 2025, it was anticipated that the distribution date could have occurred as early as June 2, 2025 or as late as August 29, 2025. On June 20, 2025, Liberty Broadband announced that its board of directors set a distribution date of 4:30 p.m., New York City Time, on July 14, 2025; provided, however, if the conditions to the distribution are not satisfied or, if permitted, waived by such date, then Liberty Broadband may defer the distribution date. As a result, on June 23, 2025, GCI Liberty and Liberty Broadband received a supplemental notice from the administrator of the Plan that stated that the blackout under the Plan will begin, with respect to GCI Liberty’s Series C GCI Group common stock, on July 14, 2025 and is expected to last approximately twenty-five business days and end the calendar week of August 10, 2025.

In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on May 13, 2025, Liberty Broadband sent the Initial Notice to directors and executive officers of Liberty Broadband and to individuals expected to serve as directors and executive officers of GCI Liberty following the distribution notifying them of the blackout period to be imposed on the Plan and certain trading prohibitions to which they will be subject during the blackout period, and on June 23, 2025, Liberty Broadband sent an updated notice notifying such individuals of the new details of the blackout. Copies of the Initial Notice and the Supplemental Notice that were sent by Liberty Broadband to these individuals are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. This Form 8-K is being filed to comply with GCI Liberty’s reporting obligations under Section 15(d) of the Securities Exchange Act of 1934, as amended, which became effective on June 23, 2025, upon the effectiveness of GCI Liberty’s registration statement on Form S-1 (File No. 333-286272).

Inquiries relating to the blackout period, including those by security holders or other interested persons during the blackout period and for a period of two years after the ending date of the blackout period related to the actual ending date of the blackout period, may be directed to Renee Wilm or Brittany Uthoff, free of charge, 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

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: June 23, 2025