Other Information
−Removed: N o n e of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2025.
+Added: On each of September 12, 2019 and September 14, 2021 (as amended on March 29, 2023), John C.
+Added: Malone , Chairman of the board of directors of the Company, entered into “zero-cost collar” arrangements (the “Existing Collar Transactions”) pursuant to which Mr.
+Added: Malone wrote European call options and purchased European put options referencing shares of Liberty Broadband’s Series C common stock.
+Added: In connection with the Separation, on July 15, 2025 , Bank of America, N.A., the dealer counterparty to the Existing Collar Transactions, adjusted such transactions pursuant to their terms to cause Mr.
+Added: Malone to be automatically deemed to have entered into the same “zero-cost collar” arrangements (the “Adjusted Collar Transactions”) with respect to 200,000 shares of GCI Liberty’s Series C GCI Group common stock, and 80,000 shares of GCI Liberty’s Series C GCI Group common stock, respectively.
+Added: The Adjusted Collar Transactions constitute a “ non-Rule 10b5-1 trading arrangement ,” as defined in Item 408 of Regulation S-K, and are not intended to satisfy the affirmative defense of Rule 10b5-1(c).
+Added: For each Adjusted Collar Transaction, only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire.
+Added: If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire.
+Added: The Adjusted Collar Transactions will be settled in cash unless Mr.
+Added: Malone elects physical settlement.
+Added: The Adjusted Collar Transactions with respect to the 200,000 shares of GCI Liberty’s Series C GCI Group common stock have expiration dates ranging from August 18, 2026 to September 8, 2026 , and the Adjusted Collar Transactions with respect to the 80,000 shares of GCI Liberty’s Series C GCI Group common stock have expiration dates ranging from August 21, 2028 through August 25, 2028.
Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
−Removed: Separation and Distribution Agreement, dated as of June 19, 2025, by and between GCI Liberty, Inc.
−Removed: and Liberty Broadband Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Amended and Restated Articles of Incorporation of GCI Liberty, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Amended and Restated Bylaws of GCI Liberty, Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Certificate of Designations of 12% Series A Cumulative Redeemable Non-Voting Preferred Stock of GCI Liberty, Inc.
−Removed: (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Tax Sharing Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc.
−Removed: and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Tax Receivables Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc.
−Removed: and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Services Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc.
−Removed: and Liberty Media Corporation (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Facilities Sharing Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc.
−Removed: and Liberty Media Corporation (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Aircraft Time Sharing Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc.
−Removed: and Liberty Media Corporation (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: Acknowledgement Letter, dated as of July 9, 2025, from Ronald A.
−Removed: Duncan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No.
−Removed: GCI Liberty, Inc.
−Removed: 2025 Transitional Stock Adjustment Plan*
−Removed: GCI Liberty 2025 Omnibus Incentive Plan*
−Removed: Form of Indemnification Agreement between GCI Liberty, Inc.
−Removed: and its executive officers/directors (incorporated by reference to Exhibit 10.6 to GCI Liberty, Inc.’s Registration Statement on Form S-1/A, filed on May 6, 2025 (File No.
−Removed: Restricted Stock Units Agreement, dated as of March 11, 2022, by and between Liberty Broadband Corporation and Ronald A.
+Added: Employment Agreement, effective July 15, 2025, between GCI Liberty, Inc.
+Added: and Ronald A.
+Added: Duncan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2025 (File No.
+Added: Aircraft Agreement, effective January 1, 2025, between GCI Communication Corp.
+Added: and Ronald A.
+Added: Duncan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 25, 2025 (File No.
+Added: Performance-Based Restricted Stock Units Agreement, dated as of August 21, 2025, by and between GCI Liberty, Inc.
+Added: and Ronald A.
+Added: Nonqualified Stock Option Agreement, dated as of August 21, 2025, by and between GCI Liberty, Inc.
+Added: and Ronald A.
+Added: Form of Nonqualified Stock Option Agreement under the GCI Liberty, Inc.
+Added: 2025 Omnibus Incentive Plan, as amended from time to time, for certain Nonemployee Directors*
Rule 13a-14(a)/15d-14(a) Certification*
14 unchanged sentences
GCI LIBERTY, INC.
−Removed: August 7, 2025
+Added: November 5, 2025
/s/ Ronald A.
President, Chief Executive Officer
−Removed: August 7, 2025
+Added: November 5, 2025
Chief Accounting Officer and Principal Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.