Item 5. Other Information
Item 5. Other Information
On each of September 12, 2019 and September 14, 2021 (as amended on March 29, 2023), John C. Malone , Chairman of the board of directors of the Company, entered into “zero-cost collar” arrangements (the “Existing Collar Transactions”) pursuant to which Mr. Malone wrote European call options and purchased European put options referencing shares of Liberty Broadband’s Series C common stock. 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. 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. 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). 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. 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. The Adjusted Collar Transactions will be settled in cash unless Mr. Malone elects physical settlement. 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.
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Item 6. Exhibits
(a) Exhibits
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):
Exhibit
No.
Description
10.1+
Employment Agreement, effective July 15, 2025, between GCI Liberty, Inc. and Ronald A. 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. 001-42742))
10.2+
Aircraft Agreement, effective January 1, 2025, between GCI Communication Corp. and Ronald A. 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. 001-42742))
10.3+
Performance-Based Restricted Stock Units Agreement, dated as of August 21, 2025, by and between GCI Liberty, Inc. and Ronald A. Duncan*
10.4+
Nonqualified Stock Option Agreement, dated as of August 21, 2025, by and between GCI Liberty, Inc. and Ronald A. Duncan*
10.5+
Form of Nonqualified Stock Option Agreement under the GCI Liberty, Inc. 2025 Omnibus Incentive Plan, as amended from time to time, for certain Nonemployee Directors*
31.1
Rule 13a-14(a)/15d-14(a) Certification*
31.2
Rule 13a-14(a)/15d-14(a) Certification*
32
Section 1350 Certification**
99.1
Reconciliation of GCI, LLC and its Subsidiaries Net Assets and Net Earnings (Loss) to GCI, LLC, Excluding the Liberty Subsidiaries **
101.INS
XBRL Instance Document * – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)*
+
Indicates a management contract or compensatory plan.
*
Filed herewith.
**
Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GCI LIBERTY, INC.
Date: November 5, 2025
By:
/s/ Ronald A. Duncan
Ronald A. Duncan
President, Chief Executive Officer
Date: November 5, 2025
By:
/s/ Brian J. Wendling
Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer
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