Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and its principal accounting and financial officer (the “Executives”) and under the supervision of its Board of Directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2025. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be
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disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report of Management’s Assessment Regarding Internal Control Over Financial Reporting
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Additionally, our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.
Item 9B. Other Information.
Insider Trading Arrangements
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 last fiscal quarter ended December 31, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
GCI Liberty, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of GCI Liberty, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, cash flows, and equity for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2018.
Denver, Colorado
February 11, 2026
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GCI LIBERTY, INC.
Consolidated Balance Sheets
December 31, 2025 and 2024
2025
2024
amounts in millions, except share amounts
Assets
Current assets:
Cash and cash equivalents
$
416
74
Trade and other receivables, net
141
184
Prepaid and other current assets
58
61
Total current assets
615
319
Property and equipment, net (note 2)
1,257
1,150
Intangible assets not subject to amortization (note 4)
Goodwill
638
746
Cable certificates
149
550
Other
25
41
812
1,337
Intangible assets subject to amortization, net (note 4)
372
411
Deferred income tax assets (note 7)
31
—
Other assets, net
147
165
Total assets
3,234
3,382
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities
123
110
Deferred revenue
23
21
Current portion of debt (note 5)
4
3
Other current liabilities
46
58
Total current liabilities
196
192
Long-term debt, net (note 5)
979
1,066
Obligations under tower obligations and finance leases (note 6)
69
72
Long-term deferred revenue
130
113
Deferred income tax liabilities (note 7)
—
359
Other liabilities
154
151
Total liabilities
1,528
1,953
Redeemable noncontrolling interest in equity of subsidiary (note 8)
18
15
Equity
Member's equity:
Series A GCI Group common stock, $ .01 par value. Authorized 100,000,000 shares; issued and outstanding 3,650,938 and zero at December 31, 2025 and December 31, 2024, respectively
—
—
Series B GCI Group common stock, $ .01 par value. Authorized 3,750,000 shares; issued and outstanding 400,806 and zero at December 31, 2025 and December 31, 2024, respectively
—
—
Series C GCI Group common stock, $ .01 par value. Authorized 100,000,000 shares; issued and outstanding 35,751,850 and zero at December 31, 2025 and December 31, 2024, respectively
—
—
Former member's investment
—
1,777
Additional paid-in capital
2,360
—
Retained earnings (deficit)
( 672 )
( 363 )
Total equity
1,688
1,414
Commitments and contingencies (note 13)
Total liabilities and equity
$
3,234
3,382
See accompanying notes to consolidated financial statements .
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GCI LIBERTY, INC.
Consolidated Statements of Operations
December 31, 2025 and 2024
2025
2024
amounts in millions, except per share amounts
Revenue
$
1,046
1,016
Operating costs and expenses:
Operating expense (exclusive of depreciation and amortization)
523
539
Selling, general and administrative expense (including stock-based compensation)
133
130
Depreciation and amortization
212
207
Impairment of goodwill and intangible assets (note 4)
525
—
1,393
876
Operating income (loss)
( 347 )
140
Other income (expense):
Interest expense (including amortization of deferred loan fees)
( 45 )
( 49 )
Other, net
6
6
( 39 )
( 43 )
Earnings (loss) before income taxes
( 386 )
97
Income tax benefit (expense)
77
( 27 )
Net earnings (loss)
$
( 309 )
70
Basic net earnings (loss) attributable to Series A, Series B and Series C GCI Group shareholders per common share (note 2)
$
( 9.97 )
2.26
Diluted net earnings (loss) attributable to Series A, Series B and Series C GCI Group shareholders per common share (note 2)
$
( 9.97 )
2.26
See accompanying notes to consolidated financial statements.
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GCI LIBERTY, INC.
Consolidated Statements of Cash Flows
December 31, 2025 and 2024
2025
2024
amounts in millions
Cash flows from operating activities:
Net earnings (loss)
$
( 309 )
70
Adjustments to reconcile net earnings (loss) to net cash from operating activities:
Depreciation and amortization
212
207
Stock-based compensation
13
13
Impairment of goodwill and intangible assets
525
—
Deferred income tax expense (benefit)
( 391 )
10
Non-cash changes in taxes payable
206
—
State indemnification received from Liberty Broadband
91
—
Amortization of right-of-use asset
50
52
Other, net
( 4 )
( 4 )
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable
38
( 14 )
Decrease (increase) in other assets
( 3 )
( 4 )
(Decrease) increase in operating lease liabilities
( 51 )
( 49 )
(Decrease) increase in other liabilities
( 7 )
( 3 )
Net cash provided by (used in) operating activities
370
278
Cash flows from investing activities:
Capital expenditures
( 248 )
( 247 )
Grant proceeds received for capital expenditures
24
54
Other investing activities, net
6
—
Net cash provided by (used in) investing activities
( 218 )
( 193 )
Cash flows from financing activities:
Borrowings of debt
691
155
Repayment of debt, tower obligations and finance leases
( 779 )
( 107 )
Proceeds from rights offering, net
299
—
Dividends paid to former parent
—
( 150 )
Other financing activities, net
( 9 )
( 5 )
Net cash provided by (used in) financing activities
202
( 107 )
Net increase (decrease) in cash, cash equivalents and restricted cash
354
( 22 )
Cash, cash equivalents and restricted cash, beginning of period
75
97
Cash, cash equivalents and restricted cash, end of period
$
429
75
See accompanying notes to consolidated financial statements.
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GCI LIBERTY, INC.
Consolidated Statements of Equity
December 31, 2025 and 2024
GCI Group
Former
Additional
Retained
Common Stock
Member's
paid-in
earnings
Total
Series A
Series B
Series C
investment
capital
(deficit)
equity
amounts in millions
Balances at December 31, 2023
$
—
—
—
1,766
—
( 283 )
1,483
Net earnings (loss)
—
—
—
—
—
70
70
Stock-based compensation
—
—
—
13
—
—
13
Dividends paid to former parent
—
—
—
—
—
( 150 )
( 150 )
Other
—
—
—
( 2 )
—
—
( 2 )
Balances at December 31, 2024
—
—
—
1,777
—
( 363 )
1,414
Net earnings (loss)
—
—
—
—
—
( 309 )
( 309 )
Stock-based compensation
—
—
—
7
6
—
13
Change in capitalization in connection with the Separation
—
—
—
( 1,778 )
2,055
—
277
Issuance of common stock from rights offering, net
—
—
—
—
299
—
299
Other
—
—
—
( 6 )
—
—
( 6 )
Balances at December 31, 2025
$
—
—
—
—
2,360
( 672 )
1,688
See accompanying notes to consolidated financial statements.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
(1) Basis of Presentation
GCI Liberty, Inc. (“GCI Liberty,” “we,” “us,” “our,” or the “Company”) consists of 100 % of the outstanding equity interests in GCI, LLC, GCI Holdings, LLC (“GCI Holdings” or “GCI”) and their subsidiaries (collectively, the “GCI Business”), and was formerly owned by Liberty Broadband Corporation (“Liberty Broadband”), prior to the Separation (defined below). The GCI Business was acquired by Liberty Broadband as a result of the combination of a predecessor of Grizzly Merger Sub 1, LLC and Liberty Broadband that was completed on December 18, 2020 (the “Original Combination”).
T he accompanying consolidated financial statements represent the combination of the historical financial information of GCI Holdings until the date of the Separation. Although GCI Holdings was reported as a combined company until the date of the Separation, all periods reported herein are referred to as consolidated. The consolidated financial statements and the notes thereto refer to the consolidation of GCI Holdings and certain other assets and liabilities as "GCI Liberty," "the Company," "us," "we" and "our." The Separation is accounted for at historical cost due to the pro rata nature of the distribution to holders of Liberty Broadband common stock. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Through its ownership of interests in subsidiaries and other companies, the Company is primarily engaged in providing a full range of data, wireless, voice, and managed services to residential customers, businesses, governmental entities and educational and medical institutions primarily in Alaska under the GCI brand.
Dividends Paid to Former Parent
During the year ended December 31, 2024, GCI, LLC paid dividends of $ 150 million to Liberty Broadband. No dividends were paid to Liberty Broadband during the year ended December 31, 2025.
Separation of GCI Liberty from Liberty Broadband
GCI Liberty was formed in Nevada in December 2024 for the purpose of ultimately holding the GCI Business. On July 14, 2025, Liberty Broadband and its subsidiaries completed an internal reorganization in order for Liberty Broadband to transfer the GCI Business to GCI Liberty in exchange for GCI Liberty stock, including 10,000 shares of GCI Liberty non-voting preferred stock, and the assumption of liabilities related to the GCI Business by GCI Liberty. The internal reorganization resulted in GCI Liberty owning, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business. Following the internal reorganization, Liberty Broadband sold all of the non-voting preferred stock (the “Preferred Stock Sale”) to third parties. Following the Preferred Stock Sale, GCI Liberty effected a reclassification of GCI Liberty’s existing common stock into a sufficient number of shares of Series A GCI Group common stock (“GLIBA”), Series B GCI Group common stock (“GLIBB”) and Series C GCI Group common stock (“GLIBK”) to complete the divestiture of GCI Liberty pursuant to the distribution (the “Distribution”) by Liberty Broadband to the holders of record of Liberty Broadband common stock, as of the record date for the Distribution, of all the shares of GCI Group common stock held by Liberty Broadband immediately prior to the Distribution. The internal reorganization, the Preferred Stock Sale, the reclassification and the Distribution are collectively referred to as the “Separation.”
In connection with the Separation, the Company entered into certain agreements, including a separation and distribution agreement, a tax sharing agreement (the “Tax Sharing Agreement”) and a tax receivables agreement (the “Tax Receivables Agreement”), pursuant to which, among other things, GCI Liberty and Liberty Broadband will indemnify each other against certain losses that may arise. The Tax Sharing Agreement governs the allocation of taxes, tax benefits, tax items and tax-related losses between Liberty Broadband and GCI Liberty, and the Tax Receivables Agreement governs the respective rights and obligations of Liberty Broadband and GCI Liberty with respect to certain tax matters.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
As a result of the Separation, the Company accrued a federal income tax payable of $ 206 million to Liberty Broadband. Since Liberty Broadband is responsible for the tax on the Separation under the Tax Sharing Agreement, the federal income tax payable was cancelled. State income tax of $ 91 million related to the Separation was payable by the Company. Under the Tax Sharing Agreement, Liberty Broadband reimbursed that amount to the Company when the amount was paid during the fourth quarter of 2025.
In addition, the Company entered into certain agreements, including a services agreement (“Services Agreement”), a facilities sharing agreement and an aircraft time sharing agreement, with Liberty Media Corporation (“Liberty Media”) and/or its subsidiaries. Pursuant to the Services Agreement, Liberty Media provides GCI Liberty with public company support services, including legal, tax, accounting, treasury, information technology, cybersecurity, internal auditing and investor relations services. GCI Liberty reimburses Liberty Media for all out-of-pocket expenses incurred by Liberty Media in providing the services and pays a services fee that is subject to review and evaluation for reasonableness on a quarterly basis. The fees payable to Liberty Media for the first year of the Services Agreement are not expected to exceed approximately $ 5 million. For the year ended December 31, 2025, approximately $ 4 million was reimbursable to Liberty Media under these various agreements.
(2) Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash consists of cash deposits held in global financial institutions. Cash equivalents, when held, consist of highly liquid investments with original maturities of three months or less at the time of acquisition. Cash that has restrictions upon its usage has been excluded from cash and cash equivalents. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and corporate debt securities. The Company maintains some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. As of December 31, 2025 , the Company had cash equivalents of $ 317 million (Level 1). Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. As of December 31, 2024, the Company had no cash equivalents.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are recorded at the invoiced amount and interest is not billed to the customer. For financed device contracts with customers, which is included within trade accounts receivable and other assets, the Company imputes interest and records the imputed interest as a reduction to the related accounts receivable on the consolidated balance sheets. Interest is recognized over the financed device payment term. The allowance for credit losses is the Company’s best estimate of the amount of expected credit losses in its existing accounts receivable. The Company bases its estimates on the aging of its accounts receivable balances, financial health of specific customers, regional economic data, changes in its collections process, regulatory requirements and its customers’ compliance with the Federal Communications Commission (“FCC”) rules.
Depending upon the type of account receivable, the Company’s allowance is calculated using a pooled basis using a percentage of related accounts, or a specific identification method. When a specific identification method is used, potentially uncollectible accounts due to bankruptcy or other issues are reviewed individually for collectability. Write-offs of accounts receivable balances occur when the Company deems the receivables are uncollectible. The Company does not have any off-balance-sheet credit exposure related to its customers.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
A summary of activity in the allowance for credit losses for the years ended December 31, 2025 and 2024 is as follows (amounts in millions):
Additions
Deductions
Balance at
Charged to
Balance at
beginning of
costs and
Write-offs net
end of
year
expenses
of recoveries
year
2025
$
4
3
( 3 )
4
2024
$
5
4
( 5 )
4
Property and Equipment
Property and equipment is stated at depreciated cost less impairments, if any. Construction costs of facilities are capitalized. Construction in progress represents equipment, distribution facilities, fiber and other capital assets not yet placed in service on December 31, 2025 or 2024, that management intends to place in service when the assets are ready for their intended use. Depreciation is computed using the straight-line method based upon the shorter of the estimated useful lives of the assets or the lease term, if applicable.
Net property and equipment consists of the following:
December 31,
2025
2024
amounts in millions
Land
$
12
13
Buildings ( 25 years )
118
114
Telephony transmission equipment and distribution facilities ( 5 - 20 years)
1,023
899
Cable transmission equipment and distribution facilities ( 5 - 30 years)
195
156
Support equipment and systems ( 3 - 20 years)
145
128
Fiber optic cable systems ( 15 - 25 years)
173
130
Other ( 2 - 20 years)
111
87
Construction in progress
306
302
2,083
1,829
Accumulated depreciation
( 826 )
( 679 )
Property and equipment, net
$
1,257
1,150
Depreciation of property and equipment under finance leases is included in Depreciation and amortization expense in the consolidated statements of operations. Depreciation expense of $ 153 million and $ 147 million was recorded for the years ended December 31, 2025 and 2024, respectively.
Repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments are capitalized. Accumulated depreciation is removed and gains or losses are recognized at the time of sales or other dispositions of property and equipment.
Material interest costs incurred during the construction period of non-software capital projects are capitalized. Interest is capitalized in the period commencing with the first expenditure for a qualifying capital project and ending when the capital project is substantially complete and ready for its intended use. Capitalized interest costs were $ 10 million for both of the years ended December 31, 2025 and 2024.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Impairment of Long-lived Assets
The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets subject to amortization (other than goodwill and indefinite-lived intangible assets) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds its fair value. The Company generally measures fair value by considering sale prices for similar asset groups or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.
Asset Retirement Obligations
The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred in Other liabilities in the consolidated balance sheets. When the liability is initially recorded, the Company capitalizes a cost by increasing the carrying amount of the related long-lived asset. In periods subsequent to initial measurement, changes in the liability for an asset retirement obligation resulting from revisions to either the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the associated asset retirement obligation. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss upon settlement.
The majority of the Company’s asset retirement obligations are the estimated cost to remove telephony transmission equipment and support equipment from leased property. The asset retirement obligation is in Other liabilities in the consolidated balance sheets. Following is a reconciliation of the beginning and ending aggregate carrying amounts of the liability for asset retirement obligations (amounts in millions):
Balance at December 31, 2023
$
84
Liability incurred
1
Accretion expense
3
Liability settled
—
Balance at December 31, 2024
88
Liability incurred
2
Revision in estimate
20
Accretion expense
2
Liability settled
( 1 )
Balance at December 31, 2025
$
111
Certain of the Company’s network facilities are on property that requires it to have a permit and the permit contains provisions requiring the Company to remove its network facilities in the event the permit is not renewed. The Company expects to continually renew its permits and therefore cannot reasonably estimate any liabilities associated with such agreements. A remote possibility exists that the Company would not be able to successfully renew a permit, which could result in it incurring significant expense in complying with restoration or removal provisions.
Intangible Assets
Internally used software, whether developed or purchased and installed as is, is capitalized and amortized using the straight-line method over an estimated useful life of three to five years . The Company capitalizes certain costs
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
associated with internally developed software such as payroll costs of employees devoting time to the projects, external direct costs for materials and services, and interest costs incurred. Costs associated with internally developed software to be used internally are expensed until the point the project has reached the development stage. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalization of software requires judgment in determining when a project has reached the development stage.
The Company has Software as a Service ("SaaS") arrangements which are accounted for as service agreements and are not capitalized. Internal and other third party costs for SaaS arrangements are capitalized or expensed in accordance with the internal use software guidance as discussed in the preceding paragraph.
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment upon certain triggering events. Intangible assets with estimable useful lives are being amortized over three to 25 year periods with a weighted-average life of 12 years .
Goodwill, cable certificates (certificates of convenience and public necessity) and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Cable certificates represent agreements or authorizations with government entities that allow access to homes in cable service areas, including the future economic benefits of the right to solicit and service potential customers and the right to deploy and market new services to potential customers. Goodwill represents the excess of cost over fair value of net assets acquired in connection with a business acquisition. The Company’s annual impairment assessment of its indefinite-lived intangible assets is performed during the fourth quarter of each year.
The accounting guidance allows entities the option to perform a qualitative impairment test for goodwill. The entity may resume performing the quantitative assessment in any subsequent period. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of its reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.
The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value and to the extent the carrying value is greater than the fair value, the difference is recorded as an impairment in the consolidated statements of operations. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in the Company’s valuation analyses are based on management’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts.
The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Revenue Recognition
Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. GCI Holdings recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer. Substantially all of GCI Holdings’ revenue is earned from services transferred over time. If at contract inception, GCI Holdings determines the time period between when it transfers a promised good or service to a customer and when the customer pays for that good or service is one year or less, it does not adjust the promised amount of consideration for the effects of a significant financing component.
Substantially all of our consumer customers have month-to-month contracts and can cancel at any time without significant penalty. The most common contractual term for our business customers ranges from one to five years . Our business customer contracts can generally be cancelled at any time but there is usually an early termination fee that can range from the equivalent of one month of service up to the remaining contractual amount due under the contract.
Certain of GCI Holdings’ customers have guaranteed levels of service. If an interruption in service occurs, GCI Holdings does not recognize revenue for any portion of the monthly service fee that will be refunded to the customer or not billed to the customer due to these service level agreements.
Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue-producing transaction that are collected by GCI Holdings from a customer, are excluded from revenue from contracts with customers.
Nature of Services and Products
Data
Data revenue is generated by providing data network access, high-speed internet services, and product sales. Monthly service revenue for data network access and high-speed internet services is billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer. Internet service excess usage revenue is recognized when the services are provided. GCI Holdings recognizes revenue for product sales when a customer takes possession of the equipment. GCI Holdings provides telecommunications engineering services on a time and materials basis. Revenue is recognized for these services as-invoiced.
Wireless
Wireless revenue is generated by providing access to and usage of GCI Holdings’ network by consumer, business, and wholesale carrier customers. Additionally, GCI Holdings generates revenue by selling wireless equipment such as handsets and tablets. In general, access revenue is billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer. Equipment sales revenue associated with the sale of wireless devices and accessories is generally recognized when the products are delivered to and control transfers to the customer. Consideration received from the customer is allocated to the service and products based on stand-alone selling prices when purchased together.
New and existing wireless customers have the option to purchase certain wireless devices in installments over a period of up to 36 months . Under the Upgrade Now program, participating customers have the right to trade-in the original equipment for a new device after making the equivalent of 50 % of total installment payments due, provided their handset is in good working condition. Upon upgrade, the outstanding balance of the wireless equipment installment plan is
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
exchanged for the used handset. GCI Holdings accounts for this upgrade option as a right of return with a reduction of revenue and operating expense for handsets expected to be upgraded based on historical data.
Other
Other revenue consists of video and voice revenue. Video revenue was generated primarily from residential and business customers that subscribed to GCI Holdings’ cable video plans. Video revenue was billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services were provided to the customer. GCI Holdings exited the video business in 2025, after receiving regulatory approvals. Voice revenue is for fixed monthly fees for voice plans as well as usage based fees for long-distance service usage. Voice plan fees are billed in advance, recorded as deferred revenue on the balance sheet, and recognized as the associated services are provided to the customer. Usage based fees are recognized as services are provided.
Arrangements with Multiple Performance Obligations
Contracts with customers may include multiple performance obligations as customers purchase multiple services and products within those contracts. For such arrangements, revenue is allocated to each performance obligation based on the relative standalone selling price for each service or product within the contract. Standalone selling prices are generally determined based on the prices charged to customers.
Significant Judgments
Some contracts with customers include variable consideration and may require significant judgment to determine the total transaction price, which impacts the amount and timing of revenue recognized. GCI Holdings uses historical customer data to estimate the amount of variable consideration included in the total transaction price and reassess its estimate at each reporting period. Any change in the total transaction price due to a change in the estimated variable consideration is allocated to the performance obligations on the same basis as at contract inception. Any portion of a change in transaction price that is allocated to a satisfied or partially satisfied performance obligation is recognized as revenue (or a reduction in revenue) in the period of the transaction price change. Variable consideration has been constrained to reduce the likelihood of a significant revenue reversal.
Often contracts with customers include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.
Judgment is required to determine the standalone selling price for each distinct performance obligation. Services and products are generally sold separately, which helps establish standalone selling price for services and products GCI Holdings provides.
Remaining Performance Obligations
The Company expects to recognize revenue in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2025 of $ 360 million in 2026 , $ 145 million in 2027 , $ 58 million in 2028 , $ 48 million in 2029 and $ 14 million in 2030 and thereafter.
The Company applies certain practical expedients as permitted and does not disclose information about remaining performance obligations that have original expected durations of one year or less, information about revenue remaining from usage based performance obligations that are recognized over time as-invoiced, or variable consideration allocated to wholly unsatisfied performance obligations.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
The Company excludes variable consideration from its remaining performance obligations that are unsatisfied for certain of its business data contracts that have an original expected duration of greater than one year. Such contracts are associated with GCI Holdings’ participation in the Rural Health Care (“RHC”) Program because the rates charged under those contracts are highly regulated by the FCC and must be approved annually. Beyond the variability in the rate to be determined annually, the RHC Program is also subject to funding caps that could potentially limit the amount of funding for the RHC Program, which would also reduce the amount of funding available to GCI Holdings. The RHC Program contracts typically have a term that ranges from three to five years .
Contract Balances
The Company had receivables of $ 154 million and $ 193 million at December 31, 2025 and 2024, respectively, the long-term portion of which are included in Other assets, net. The Company had deferred revenue of $ 31 million and $ 33 million at December 31, 2025 and 2024, respectively. The receivables and deferred revenue are only from contracts with customers. GCI Holdings’ customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in the accompanying consolidated statements of operations as the services are provided. Changes in the contract liability balance for the Company during 2025 was not materially impacted by other factors.
Assets Recognized from the Costs to Obtain a Contract with a Customer
Management expects that incremental commission fees paid to intermediaries as a result of obtaining customer contracts are recoverable and therefore the Company capitalizes them as contract costs.
Capitalized commission fees are amortized based on the transfer of goods or services to which the assets relate which typically range from two to five years , and are included in Operating expense (exclusive of depreciation and amortization).
The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. These costs are included in Operating expense (exclusive of depreciation and amortization).
Revenue from contracts with customers, classified by customer type and significant service offerings, is as follows:
Years ended December 31,
2025
2024
amounts in millions
GCI Holdings
Consumer Revenue
Data
$
239
246
Wireless
143
142
Other
27
44
Business Revenue
Data
500
457
Wireless
32
40
Other
11
11
Lease, grant, and revenue from subsidies
94
76
Total
$
1,046
1,016
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Government Assistance
In current and prior years, the Company has been awarded, as either the recipient or subrecipient, federal government grants to construct broadband infrastructure to unserved and underserved communities in rural Alaska. During the years ended December 31, 2025 and 2024, the Company received approximately $ 24 million and $ 54 million, respectively, for grants awarded in current and/or prior years.
These grants are accounted for using a grant accounting model by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance. These grants were recorded as deferred revenue since the primary conditions for the receipt of the grant are the build out and operation of the broadband services over the established time frames, which range from 10 to 22 years for assets already placed in service and will be based on the property’s useful life for assets currently being constructed. During the years ended December 31, 2025 and 2024, revenue recorded in the consolidated financial statements was $ 5 million and $ 3 million, respectively. Both short-term and long-term deferred revenue have been recorded for the amounts of the grants received, with approximately $ 6 million and $ 3 million recorded as short-term deferred revenue, and approximately $ 108 million and $ 92 million recorded as long-term deferred revenue, respectively, as of December 31, 2025 and 2024.
Advertising Costs
Advertising costs generally are expensed as incurred. Advertising costs aggregated $ 7 million for both of the years ended December 31, 2025 and 2024. Advertising costs are reflected in the Operating expense (exclusive of depreciation and amortization) line item in our consolidated statements of operations.
Stock-Based Compensation
As more fully described in note 9, the Company may grant to employees of subsidiaries, restricted shares ("RSAs"), restricted stock units ("RSUs") and options to purchase shares of parent company common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for equity classified Awards (such as stock options, RSAs and RSUs) based on the grant-date fair value of the Awards, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Awards). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. The Company recognizes forfeitures as they occur.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not that such net deferred tax assets will not be realized. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in Interest expense in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in Other, net in the accompanying consolidated statements of operations.
We recognize in our consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position.
Certain Risks and Concentrations
GCI Holdings offers wireless and wireline telecommunication services, data services, and managed services to customers primarily throughout Alaska. Because of this geographic concentration, growth of GCI Holdings’ business and operations depends upon economic conditions in Alaska.
GCI Holdings receives support from each of the various Universal Service Fund ("USF") programs: rural health care, schools and libraries, high-cost, and lifeline. The programs are subject to change by regulatory actions taken by the FCC or legislative actions, therefore, changes to the programs could result in a material decrease in revenue that the Company has recorded. Historical revenue recognized from the programs was 46 % and 42 % of GCI Holdings’ revenue for the years ended December 31, 2025 and 2024, respectively. The Company had USF net receivables of $ 96 million at December 31, 2025.
Loss Contingencies
Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.
Earnings per Share
Basic net earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding ("WASO") for the period. Diluted net EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Potentially dilutive shares are excluded from the computation of diluted net EPS during periods in which losses are reported since the result would be antidilutive.
Excluded from diluted net EPS for the year ended December 31, 2025 are less than a million potential common shares because their inclusion would have been antidilutive.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
In connection with the Separation, on July 14, 2025, the Company’s common stock was reclassified into approximately 29 million common shares. These common shares were distributed by Liberty Broadband to its common shareholders as of the record date for the Separation, resulting in 3,650,938 shares of GLIBA, 400,806 shares of GLIBB and 24,646,041 shares of GLIBK being issued and outstanding at the time of the Separation. As discussed in note 11, in November 2025, GCI Liberty distributed subscription rights to purchase shares of GLIBK to holders of GLIBA, GLIBB, and GLIBK in connection with a rights offering (as described in note 11), at a discount to the market. Because of the discount, this was considered a stock dividend and was required to be reflected retroactively in the weighted average shares outstanding for the year ended December 31, 2024. T he number of shares issued upon completion of the Separation, retroactively adjusted for the rights offering resulted in 3,897,599 shares of GLIBA, 427,885 shares of GLIBB and 26,311,154 shares of GLIBK, which were used to determine both basic and diluted net earnings (loss) per share for the year ended December 31, 2024, as no Company equity awards were outstanding prior to the completion of the Separation.
Year ended December 31,
2025 (1)
number of shares in millions
Basic WASO
31
Potentially dilutive shares
—
Diluted WASO
31
1) Amounts have been retroactively adjusted for the rights offering, as discussed above.
Reclassifications
Reclassifications have been made to the prior years’ consolidated financial statements to conform to the classifications used in the current year.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) non-recurring fair value measurements of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The effective date for the standard is for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 on a retrospective basis as of December 31, 2025. See notes 3 and 7 for new required disclosures.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories at interim and annual reporting periods. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
early adoption permitted. The Company is in the process of evaluating the impact of the new standard on the related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted as of the beginning of a fiscal year. The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method. We are currently evaluating the impact this guidance may have on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) , to provide guidance on how business entities should recognize, measure, and present government grants received. The effective date for this standard is for fiscal years beginning after December 15, 2028 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU may be applied using a modified prospective, modified retrospective, or retrospective approach. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.
(3) Supplemental Disclosures to Consolidated Statements of Cash Flows
Years ended December 31,
2025
2024
amounts in millions
Cash paid for interest, net of amounts capitalized
$
51
56
Noncash activity:
Property and equipment expenditures incurred but not yet paid
$
37
27
Asset retirement obligation adjustments
$
22
1
Cash paid for taxes, net of refunds:
Federal
United States
$
14
17
State and local
Alaska
94
7
Other
1
—
Total cash paid for taxes, net of refunds
$
109
24
The following table reconciles cash and cash equivalents and restricted cash reported in the Company’s consolidated balance sheets to the total amount presented in its consolidated statements of cash flows:
Years ended December 31,
2025
2024
amounts in millions
Cash and cash equivalents
$
416
74
Restricted cash included in other current assets
8
—
Restricted cash included in other long-term assets
5
1
Total cash and cash equivalents and restricted cash at end of period
$
429
75
Restricted cash primarily relates to cash restricted for use on GCI Holdings’ various arrangements to help fund projects that extended terrestrial broadband service for the first time to rural Alaska communities via a high capacity hybrid fiber optic and microwave network (see note 8).
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
(4) Goodwill and Intangible Assets
Goodwill and Indefinite Lived Assets
Goodwill
Cable Certificates
Other
Total
amounts in millions
Balance at December 31, 2023
$
746
550
41
1,337
Balance at December 31, 2024
746
550
41
1,337
Impairments
( 108 )
( 401 )
( 16 )
( 525 )
Balance at December 31, 2025
$
638
149
25
812
As presented in the accompanying consolidated balance sheets, wireless licenses are the majority of the other significant indefinite lived intangible assets.
Intangible Assets Subject to Amortization, net
December 31, 2025
December 31, 2024
Gross
Net
Gross
Net
carrying
Accumulated
carrying
carrying
Accumulated
carrying
amount
amortization
amount
amount
amortization
amount
amounts in millions
Customer relationships
$
515
( 215 )
300
515
( 173 )
342
Other amortizable intangible assets
184
( 112 )
72
165
( 96 )
69
Total
$
699
( 327 )
372
680
( 269 )
411
Intangible assets are being amortized generally on an accelerated basis as reflected in amortization expense and in the future amortization table below.
Amortization expense for intangible assets with finite useful lives was $ 57 million and $ 60 million for the years ended December 31, 2025 and 2024, respectively. Amortization expense for amortizable intangible assets for each of the five succeeding fiscal years is estimated to be (amounts in millions):
2026
$
56
2027
$
53
2028
$
51
2029
$
45
2030
$
39
Impairments
During the third quarter of 2025, management determined it was more likely than not that the fair value of GCI Liberty and certain of its indefinite-lived intangibles assets were less than their carrying values based on the trading price of its common stock and updated long-term forecasts for the business. With the assistance of a third-party specialist, the fair value of the cable certificates, other indefinite-lived intangible assets, and the overall fair value of the Company were primarily determined using discounted cash flow models that incorporated projections of future operating performance (income approach) (Level 3). Impairments in the amounts of $ 108 million for goodwill, $ 401 million for cable certificates and $ 16 million for other indefinite-lived intangible assets were recorded during the year ended December 31, 2025, in the Impairment of goodwill and intangible assets line item in the consolidated statements of operations.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Based on these assessments performed during the third quarter of 2025 and the resulting impairment losses recorded, the estimated fair value of the cable certificates, other indefinite-lived intangible assets, and the overall fair value of the Company did not significantly exceed its carrying value as of December 31, 2025. As of December 31, 2025, the Company had accumulated goodwill impairment losses of $ 108 million.
The Company recorded no impairments during the year ended December 31, 2024.
(5) Debt
Debt is summarized as follows:
Outstanding
principal
Carrying value
December 31,
December 31,
December 31,
2025
2025
2024
amounts in millions
Senior notes
$
600
614
619
Senior credit facility
367
367
447
Wells Fargo note payable
4
4
4
Deferred financing costs
—
( 2 )
( 1 )
Total debt
$
971
983
1,069
Debt classified as current
( 4 )
( 3 )
Total long-term debt
$
979
1,066
Senior Notes
On October 7, 2020, GCI, LLC issued $ 600 million aggregate principal amount of 4.75 % senior notes due 2028 (the “Senior Notes”). The Senior Notes are unsecured and interest on the Senior Notes is payable semi-annually in arrears. The Senior Notes are redeemable at the Company’s option, in whole or in part, at a redemption price defined in the indenture, and accrued and unpaid interest (if any) to the date of redemption. The Senior Notes are stated net of an aggregate unamortized premium of $ 14 million at December 31, 2025. Such premium is being amortized to interest expense in the accompanying consolidated statements of operations.
Senior Credit Facility
On March 25 2025, GCI, LLC entered into a Ninth Amended and Restated Credit Agreement (the “Senior Credit Facility”) which refinanced in full and replaced the Prior Senior Credit Facility (as defined below) with (x) a new $ 450 million revolving credit facility, with a $ 35 million sublimit for letters of credit, that matures on March 25, 2030 (or, to the extent the senior notes (the “Senior Notes”) thereunder remain outstanding, the date that is 91 days prior to the maturity date of the Senior Notes or the date that is 91 days prior to the maturity date of any indebtedness with a maturity date that is 91 days prior to March 25, 2030 that is used to refinance any of the Senior Notes) and (y) a $ 300 million Term Loan A (the “Term Loan A”) that matures on March 25, 2031 (or, to the extent the Senior Notes remain outstanding, the date that is 91 days prior to the maturity date of the Senior Notes). The revolving credit facility borrowings under the Senior Credit Facility that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.50 % and 1.25 % depending on GCI, LLC’s total leverage ratio. The revolving credit facility borrowings under the Senior Credit Facility that are Secured Overnight Financing Rate (“SOFR”) loans bear interest at a per annum rate equal to the applicable SOFR rate plus a margin that varies between 1.50 % and 2.25 % depending on GCI, LLC’s total leverage ratio. Term Loan A borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 1.00 % and 1.75 % depending on GCI, LLC’s total leverage ratio. Term Loan A borrowings that are SOFR loans bear interest at a per annum rate equal to the applicable SOFR rate plus a margin that varies between 2.00 % and 2.75 % depending on GCI, LLC’s total leverage ratio. Principal payments are due quarterly on the Term Loan A equal to 0.25 % of the original principal amount, which may step up to 1.25 % of the original
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
principal amount of the Term Loan A depending on GCI, LLC’s secured leverage ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. Any amounts prepaid on the revolving credit facility may be reborrowed. The Senior Credit Facility also has a commitment fee that accrues at a per annum rate between 0.300 % and 0.375 % on the daily unused amount of the revolving credit facility depending on GCI, LLC’s total leverage ratio. The interest rate on the Senior Credit Facility was 5.8 % at December 31, 2025.
Prior to the amendment in March 2025, GCI, LLC was party to the Eighth Amended and Restated Credit Agreement (as amended by Amendment No. 1 to the Eighth Amended and Restated Credit Agreement, the “Prior Senior Credit Facility”), which included a $ 550 million revolving credit facility, with a $ 25 million sublimit for standby letters of credit, and a $ 250 million Term Loan A (the “Prior Term Loan A”). The revolving credit facility borrowings under the Prior Senior Credit Facility that were alternate base rate loans bore interest at a per annum rate equal to the alternate base rate plus a margin that varied between 0.50 % and 1.75 % depending on GCI, LLC’s total leverage ratio. The revolving credit facility borrowings under the Prior Senior Credit Facility that were SOFR loans bore interest at a per annum rate equal to the applicable SOFR plus a Credit Spread Adjustment (as defined in the Prior Senior Credit Facility) plus a margin that varies between 1.50 % and 2.75 % depending on GCI, LLC’s total leverage ratio. Prior Term Loan A borrowings that were alternate base rate loans bore interest at a per annum rate equal to the alternate base rate plus a margin that varied between 1.00 % and 2.25 % depending on GCI, LLC’s total leverage ratio. Prior Term Loan A borrowings that were SOFR loans bore interest at a per annum rate equal to the applicable SOFR plus a margin that varied between 2.00 % and 3.25 % depending on GCI, LLC’s total leverage ratio. Principal payments are due quarterly on the Prior Term Loan A equal to 0.25 % of the original principal amount, which could step up to 1.25 % of the original principal amount of the Term Loan A depending on GCI, LLC’s secured leverage ratio. The Prior Senior Credit Facility also had a commitment fee that accrued at a per annum rate between 0.375 % and 0.500 % on the daily unused amount of the revolving credit facility depending on GCI, LLC’s total leverage ratio. The interest rate on the Prior Senior Credit Facility was 6.3 % at December 31, 2024.
GCI, LLC’s first lien leverage ratio may not exceed 4.00 to 1.00.
The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of GCI, LLC and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the equity of GCI Holdings.
As of December 31, 2025, there was $ 297 million outstanding under the Term Loan A, $ 70 million outstanding under the revolving portion of the Senior Credit Facility and $ 3 million in letters of credit under the Senior Credit Facility, leaving $ 377 million available for borrowing.
Wells Fargo Note Payable
GCI Holdings issued a note to Wells Fargo that matures on July 15, 2029 and is payable in monthly installments of principal and interest (the "Wells Fargo Note Payable").The interest rate is variable at SOFR plus 1.75 %. The interest rates on the Wells Fargo Note Payable were 5.5 % and 6.1 % at December 31, 2025 and 2024, respectively.
The Wells Fargo Note Payable is subject to similar affirmative and negative covenants as the Senior Credit Facility. The obligations under the Wells Fargo Note Payable are secured by a security interest and lien on the building purchased with the note.
Debt Covenants
GCI, LLC is subject to covenants and restrictions under its Senior Notes and Senior Credit Facility.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Five Year Maturities
The annual principal maturities of debt, based on stated maturity dates, for each of the next five years is as follows (amounts in millions):
2026
$
4
2027
$
4
2028
$
603
2029
$
5
2030
$
73
Fair Value of Debt
The fair value of the Senior Notes was $ 585 million at December 31, 2025 (Level 2).
Due to the variable rate nature of the Senior Credit Facility and Wells Fargo Note Payable, the Company believes that the carrying amount approximates fair value at December 31, 2025.
(6) Leases
In 2016 and 2017, GCI Holdings sold certain tower sites and entered into a master lease agreement in which it leased back space on those tower sites. GCI Holdings determined that it is precluded from applying sales-leaseback accounting.
GCI Holdings leases office space, land for towers and communication facilities, satellite transponders, fiber capacity, and equipment. These leases are classified as operating leases. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future lease payments using our incremental borrowing rate at the commencement date of the lease. If lease terms are modified, the ROU assets and operating lease liabilities are adjusted to reflect the updated future lease payments and changes in the incremental borrowing rate. GCI Holdings has also entered into finance lease agreements with respect to certain of its network related equipment.
The Company has leases with remaining lease terms that range from less than one year up to 25 years . Certain of the Company’s leases may include an option to extend the term of the lease with such options to extend ranging from one year up to 33 years . The Company also has the option to terminate certain of its leases early with such options to terminate ranging from as early as 30 days up to 12 years from December 31, 2025.
The components of lease cost during the years ended December 31, 2025 and 2024 were as follows:
Years ended December 31,
2025
2024
amounts in millions
Operating lease cost (1)
$
59
61
Finance lease cost
Depreciation of leased assets
$
1
1
Total finance lease cost
$
1
1
(1) Included within operating lease costs were short-term lease costs and variable lease costs, which were not material to the consolidated financial statements.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
The remaining weighted-average lease term and the weighted average discount rate were as follows:
December 31,
2025
2024
Weighted-average remaining lease term (years):
Finance leases
0.7
1.6
Operating leases
4.1
3.7
Weighted-average discount rate:
Finance leases
4.6
%
4.3
%
Operating leases
7.3
%
7.4
%
Supplemental balance sheet information related to leases was as follows:
December 31,
2025
2024
amounts in millions
Operating leases:
Operating lease ROU assets, net (1)
$
71
109
Current operating lease liabilities (2)
$
35
48
Operating lease liabilities (3)
33
60
Total operating lease liabilities
$
68
108
Finance Leases:
Property and equipment, at cost
$
15
8
Accumulated depreciation
( 7 )
( 3 )
Property and equipment, net
$
8
5
Current obligations under finance leases (4)
$
—
1
Obligations under finance leases
—
—
Total finance lease liabilities
$
—
1
(1) Operating lease ROU assets, net are included within the Other assets, net line item in the accompanying consolidated balance sheets.
(2) Current operating lease liabilities are included within the Other current liabilities line item in the accompanying consolidated balance sheets.
(3) Operating lease liabilities are included within the Other liabilities line item in the accompanying consolidated balance sheets.
(4) Current obligations under finance leases are included within the Other current liabilities line item in the accompanying consolidated balance sheets.
Supplemental cash flow information related to leases was as follows:
Years ended December 31,
2025
2024
amounts in millions
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases
$
60
56
Financing cash outflows from finance leases
$
1
1
ROU assets obtained in exchange for lease obligations
Operating leases
$
16
61
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Future lease payments under operating leases and tower obligations with initial terms of one year or more at December 31, 2025 consisted of the following:
Operating Leases
Tower Obligations
amounts in millions
2026
$
39
7
2027
13
7
2028
10
8
2029
6
8
2030
4
8
Thereafter
11
67
Total payments
83
105
Less: imputed interest
15
33
Total liabilities
$
68
72
(7) Income Taxes
The Company was included in the federal consolidated income tax return of Liberty Broadband and its subsidiaries during the periods presented, until the Separation occurred on July 14, 2025. The income tax provision included in these financial statements has been prepared on a stand-alone basis, as if GCI Liberty was not part of the consolidated Liberty Broadband tax group.
Income tax expense (benefit) consists of:
Years ended December 31,
2025
2024
amounts in millions
Current:
Federal
$
219
12
State and local
95
5
314
17
Deferred:
Federal
( 269 )
6
State and local
( 122 )
4
( 391 )
10
Total:
Federal
( 50 )
18
State and local
( 27 )
9
Income tax expense (benefit)
$
( 77 )
27
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
Income tax (benefit) expense differs from the amounts computed by applying the applicable U.S. federal income tax rate of 21 % as a result of the following:
Years ended December 31,
2025
2024
(millions)
(percent )
(millions)
(percent )
U.S. Federal statutory tax rate
$
( 81 )
( 21 )
%
20
21
%
Domestic federal reconciling items
Tax credits
( 2 )
( 1 )
%
( 2 )
( 2 )
%
Non-taxable and nondeductible items, net
Executive Compensation
3
1
%
1
1
%
Non-deductible goodwill impairment
23
6
%
—
—
Other
1
—
1
1
%
Domestic state and local income taxes, net of federal effect
( 21 )
( 5 )
%
7
7
%
Total income tax expense (benefit)
$
( 77 )
( 20 )
%
27
28
%
For both of the years ended December 31, 2025 and 2024, state and local income taxes in Alaska comprised the majority of the domestic state and local income taxes, net of federal effect category.
For the year ended December 31, 2025, the significant reconciling items, as noted in the table above, are primarily due to state income taxes, offset by an impairment of goodwill that is not deductible for tax purposes.
For the year ended December 31, 2024, the significant reconciling items, as noted in the table above, are primarily due to state income taxes, partially offset by federal tax credits.
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
December 31,
2025
2024
amounts in millions
Deferred tax assets:
Tax loss and credit carryforwards
$
117
2
Deferred revenue
23
44
Operating lease liability
19
30
Other accrued liabilities
6
8
Asset retirement obligations
31
25
Other future deductible amounts
14
23
Deferred tax assets
210
132
Valuation allowance
( 1 )
( 1 )
Net deferred tax assets
209
131
Deferred tax liabilities
Property and equipment
( 44 )
( 207 )
Intangible assets
( 114 )
( 252 )
Operating lease ROU assets
( 20 )
( 31 )
Deferred tax liabilities
( 178 )
( 490 )
Net deferred tax assets (liabilities)
$
31
( 359 )
For federal income tax purposes, the Separation was structured as a deemed acquisition of GCI, LLC’s assets by GCI Liberty at their fair market value. The deemed acquisition reset the tax basis in GCI, LLC’s assets to their fair market
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
value, which resulted in a decrease to the Company’s deferred tax liability. With the assistance of a third-party specialist, the Company utilized a direct cost approach to determine the fair value of its property and equipment (Level 3). The Separation along with an impairment led to a net deferred tax asset of $ 31 million as of December 31, 2025.
During the year ended December 31, 2025, there was no change in the valuation allowance.
At December 31, 2025, the Company had a deferred tax asset of $ 117 million for federal and state net operating loss (“NOL”) and tax credit carryforwards. The future use of $ 2 million of these carryforwards expire at certain future dates. Based on current projections, $ 1 million of these carryforwards may expire unused and accordingly are subject to a valuation allowance. The additional $ 1 million of carryforwards that are expected to be utilized will begin to expire in 2028.
As of December 31, 2025 and 2024, the Company had no t recorded tax reserves related to unrecognized tax benefits for uncertain tax positions.
Certain entities that are subsidiaries of the Company were part of a previous parent’s consolidated federal tax group until the date of the Original Combination and were part of the Liberty Broadband consolidated federal tax group subsequent to the Original Combination and prior to the Separation. As of December 31, 2025, all of Liberty Broadband’s federal tax years prior to 2021 are closed. Liberty Broadband’s 2024 tax year is under IRS examination. Liberty Broadband’s 2025 tax year is being examined currently as part of the IRS’s Compliance Assurance Process program.
(8) Variable Interest Entities
New Markets Tax Credit Entities
GCI entered into several arrangements under the New Markets Tax Credit ("NMTC") program to help fund various projects that extended terrestrial broadband service for the first time to rural western Alaska communities via a high capacity hybrid fiber optic and microwave network. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments.
Each of the transactions has an investment fund, which is a special purpose entity created to effect the financing arrangement. In each of the transactions, the Company loaned money to the investment fund and a bank invested money in the investment fund. The investment fund would then contribute the funds from the Company's loan and the bank's investment to a CDE. The CDE, in turn, would loan the funds to the Company's wholly owned subsidiary, Unicom, Inc. ("Unicom") as partial financing for the projects.
The bank is entitled to substantially all of the benefits derived from the NMTCs. All of the loan proceeds to Unicom, net of syndication and arrangement fees, were restricted for use on the projects. Restricted cash of $ 13 million and $ 1 million was held by Unicom at December 31, 2025 and 2024, respectively, and is included in the Company's consolidated balance sheets. Construction of the projects partially funded by these transactions either have been completed or are under construction as of December 31, 2025.
These transactions include put/call provisions whereby the Company may be obligated or entitled to repurchase the bank’s interest in each investment fund for a nominal amount. The Company believes that the bank will exercise the put option at the end of the compliance periods for each of the transactions resulting in the possible redemption of the investment fund shares for a nominal amount. The NMTCs are subject to 100% recapture for a period of seven years as provided in the Internal Revenue Code of 1986, as amended. The Company is required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangements. Non-compliance with applicable
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
requirements could result in projected tax benefits not being realized by the bank. As of December 31, 2025, the Company has agreed to indemnify the bank in each of the NMTC transactions for any loss or recapture totaling $ 28 million until such time as its obligation to deliver tax benefits is relieved. There have been no tax credit recaptures as of December 31, 2025. The value attributed to the put/call is nominal for each of the NMTC transactions.
Redeemable Noncontrolling Interests
The Company concluded that the put provision is embedded in the noncontrolling interest (“NCI”) shares of the investment fund and is not a freestanding financial instrument. The NCI is not mandatorily redeemable as the redemption by GCI Liberty is predicated on the NCI holder exercising its put option right. Accordingly, the NCI is optionally redeemable and therefore recognized in temporary equity within the consolidated balance sheets.
Variable Interest Entities
The Company has determined that each of the investment funds are variable interest entities ("VIEs"). The consolidated financial statements of each of the investment funds include the CDEs. The ongoing activities of the VIEs – collecting and remitting interest and fees and NMTC compliance – were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the VIEs. Management considered the contractual arrangements that obligate the Company to deliver tax benefits and provide various other guarantees to the bank; the bank’s lack of a material interest in the underlying economics of the project; and the fact that the Company is obligated to absorb losses of the VIEs. The Company concluded that it is the primary beneficiary of each and combined the VIEs in accordance with the accounting standard for consolidation.
In April 2024 and December 2024, the bank exercised its put option for the NMTC transactions that were entered into in March 2017 and December 2017, respectively. The exercise of the put options resulted in the Company obtaining ownership of the investment funds. Upon obtaining ownership of the investment funds, the Company settled the loans and obtained legal ownership of the VIEs associated with those respective NMTC transactions.
The assets and liabilities of the combined VIEs were $ 72 million and $ 51 million, respectively, as of December 31, 2025 and $ 59 million and $ 42 million, respectively, as of December 31, 2024.
The assets of the VIEs serve as the sole source of repayment for the debt issued by these entities. The bank does not have recourse to the Company or its other assets, with the exception of customary representations and indemnities it has provided. The Company is not required and does not currently intend to provide additional financial support to these VIEs. While these subsidiaries are included in its consolidated financial statements, these subsidiaries are separate legal entities and their assets are legally owned by them and not available to the Company's creditors.
The following table summarizes the key terms of each of the NMTC transactions:
Transaction Date
Loan to Investment Fund (in millions)
Interest Rate on Loan to Investment Fund
Maturity Date
Bank Investment (in millions)
Loan to Unicom (in millions)
Interest Rate on Loan(s) to Unicom
Expected Put Option Exercise
October 2, 2019
$
4.8
1.0 %
October 2, 2049
$
2.2
$
6.7
1.8 %
October 2026
November 24, 2020
$
11.5
1.0 %
November 24, 2050
$
4.9
$
15.8
0.8 %
November 2027
March 29, 2022
$
13.2
1.0 %
March 29, 2052
$
5.6
$
18.2
0.7 % to 1.4 %
March 2029
December 21, 2022
$
5.9
1.0 %
December 21, 2052
$
2.6
$
8.2
1.4 %
December 2029
May 2, 2023
$
6.4
1.3 %
May 2, 2053
$
2.8
$
9.0
1.0 %
May 2030
April 14, 2025
$
9.2
1.4 %
April 14, 2055
$
3.9
$
12.6
1.0 % to 1.4 %
April 2032
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
(9) Stock-Based Compensation
Subsequent to the Original Combination, Liberty Broadband granted RSUs to certain employees of its subsidiaries under the Liberty Broadband 2019 Omnibus Incentive Plan, as amended, until its expiration on May 23, 2024 and then subsequently granted RSUs under the Liberty Broadband 2024 Omnibus Incentive Plan.
Holders of Liberty Broadband RSUs who provided services primarily or solely to GCI Liberty or its subsidiaries at the time of the Distribution, received RSUs that relate to GLIBK in substitution for such Liberty Broadband RSUs. The number of shares of GLIBK subject to such substituted RSUs was determined in a manner to preserve the value of the Liberty Broadband RSUs outstanding prior to the Distribution.
Pursuant to the GCI Liberty, Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”), the Company may grant to certain of its directors, employees and employees of its subsidiaries, RSUs and stock options to purchase a maximum of 5.0 million shares of GCI Group common stock.
The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and RSUs) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Awards generally vest over 1 - 3 years and have a term of 5 years . GCI Liberty issues new shares upon vesting of equity awards.
Stock compensation expense was $ 13 million for both of the years ended December 31, 2025 and 2024, and was included in Operating expense (exclusive of depreciation and amortization) in the consolidated statements of operations.
Grants of Awards
RSUs granted during the year ended December 31, 2025 are summarized as follows:
Year ended December 31,
2025
RSUs
Weighted
granted
average
(000's)
GDFV
GLIBK time-based RSUs, employees and directors (1)
578
$
32.20
GLIBK performance-based RSUs, employees (2)
63
$
35.88
GLIBK time-based RSUs, GCI Liberty CEO (1)
52
$
14.66
GLIBK performance-based RSUs, GCI Liberty CEO (3)
19
$
35.88
(1) Grants mainly vest between one and three years .
(2) Grants vest in March 2026, subject to the satisfaction of certain performance objectives.
(3) Grants vest in March 2026, subject to the satisfaction of certain performance objectives, and were made to the Company’s Chief Executive Officer (“CEO”) in connection with his Employment Agreement (as defined in note 10).
During the year ended December 31, 2024, the Company granted 56 thousand and 40 thousand time-based and performance-based RSUs, respectively, of Series C Liberty Broadband common stock (“LBRDK”) to subsidiary employees. The RSUs had a weighted average GDFV of $ 57.83 per share and $ 56.00 per share, respectively. The time-based RSUs generally vest between one and three years . The performance-based RSUs mainly cliff vest one year from
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.
During the year ended December 31, 2025, the Company granted 814 thousand options to purchase shares of GLIBK to the Company’s CEO in connection with his Employment Agreement. Such options had a GDFV of $ 12.35 per share at the time they were granted and vest one -third on each of December 31, 2026, 2027 and 2028. Also during the year ended December 31, 2025, the Company granted 128 thousand options to purchase shares of GLIBK to its non-employee directors. Such options had a weighted average GDFV of $ 10.37 per share and mainly cliff vest in December 2026. Also during the year ended December 31, 2025, the Company granted 107 thousand options to purchase shares of GLIBK to its employees. Such options had a weighted average GDFV of $ 10.60 per share and cliff vest on November 15, 2027.
There were no options to purchase shares of Series A, Series B or Series C Liberty Broadband common stock granted during 2025 and 2024. Subsequent to the Distribution and through December 31, 2025, the Company did no t grant any options to purchase shares of GLIBA or GLIBB.
The Company calculates the GDFV for all of its equity classified options and the subsequent remeasurement of its liability classified options using the Black-Scholes Model. The Company estimates the expected term of the options based on historical exercise and forfeiture data. For grants made in 2025, the range of expected terms was 3.0 to 3.7 years. The volatility used in the calculation for options is based on the historical volatility of the corresponding series of its predecessor Liberty Broadband common stock and, when available, the implied volatility of publicly traded GCI Liberty options. Following the Separation, grants made had a range of volatilities of 36.7 % to 40.4 %. The Company uses a zero -dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.
Outstanding Awards
The following table presents the number and weighted average GDFV of RSUs granted to employees and directors of the Company.
Weighted
GLIBK
Average
(000's)
GDFV
RSUs outstanding at January 1, 2025
—
$
—
Granted
712
$
31.35
Vested
( 64 )
$
30.67
Cancelled
( 22 )
$
29.55
Separation adjustment
169
$
29.08
RSUs outstanding at December 31, 2025
795
$
30.97
As of December 31, 2025, 1 million GLIBK options remained outstanding at a weighted average exercise price of $ 36.67 , a weighted average remaining contractual life of 4.7 years and an aggregate intrinsic value of $ 1.1 million. Of these outstanding options, 32 thousand GLIBK options were exercisable at a weighted average exercise price of $ 37.85 , a weighted average remaining contractual life of 4.6 years and an aggregate intrinsic value of zero .
As of December 31, 2025, there were no outstanding options to purchase shares of GLIBA or GLIBB.
As of December 31, 2025, the total unrecognized compensation cost related to unvested Awards was approximately $ 29 million. Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of 1.8 years.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
As of December 31, 2025, GCI Liberty reserved approximately 1 million shares of GLIBK for issuance under exercise privileges of outstanding stock options.
Exercises
There were no GLIBK options exercised during the year ended December 31, 2025.
Restricted Stock Awards and RSUs
The aggregate fair value of all LBRDK and GLIBK restricted stock awards and RSUs that vested during the year ended December 31, 2025 was $ 20 million. The aggregate fair value of all LBRDK restricted stock awards and RSUs that vested during the year ended December 31, 2024 was $ 9 million.
(10) Related Party Transactions with Officers and Directors
Chief Executive Officer Employment Agreement
The Company entered into a new employment agreement with Ronald A. Duncan on August 22, 2025 (the “Employment Agreement”), which generally replaced Mr. Duncan’s prior employment agreement with GCI Communication Corp. (“GCI Corp.”) The Employment Agreement provides that Mr. Duncan will continue to serve as the Chief Executive Officer and President of the Company and has a term that began on July 15, 2025 and which is scheduled to end on December 31, 2028. Pursuant to the Employment Agreement, Mr. Duncan is paid an annual base salary of $ 990,000 and is eligible to participate in the discretionary annual target cash incentive program pursuant to which Mr. Duncan is eligible to receive annual target cash incentive compensation of $ 1,252,741 in each calendar year from 2026 through 2028 (the “Duncan Cash IC”) and annual performance-based restricted stock unit grants with a target grant value of $ 626,371 in each of 2026, 2027 and 2028 (the “Duncan Equity IC”). Each of the Duncan Cash IC and Duncan Equity IC will be subject to the achievement of annual performance metrics established by the Company’s compensation committee. In connection with the entry into the Employment Agreement, Mr. Duncan also received an upfront multi-year grant of options to purchase 814 thousand shares of GLIBK for an exercise price equal to $ 37.85 , which options are scheduled to vest in three equal installments on December 31 of each of 2026, 2027 and 2028, in each case, subject to Mr. Duncan remaining employed through the applicable vesting date.
Simultaneously with the entry into the Employment Agreement, GCI Corp. and Mr. Duncan entered into an aircraft agreement, effective January 1, 2025, which provides, among other things, that Mr. Duncan is entitled to 100 hours per year of personal flight time on an aircraft leased by GCI Corp. through the first to occur of (i) the date that Mr. Duncan ceases to be employed by the Company or any of its subsidiaries or, in the case of certain types of termination of employment as provided in the Employment Agreement, with respect to up to one-third of such hours, the 120th day following such termination and (ii) the date that GCI Corp. ceases to own or lease any aircraft. Up to 25 hours of such annual allotment may be rolled over for use in a subsequent calendar year, up to a maximum amount of 150 hours of total flight time per year.
Malone Nonvoting Side Letter
On December 31, 2024, Mr. Malone and certain holders of shares of GCI Group common stock affiliated with Mr. Malone (collectively, the “Malone GCI group”) entered into a side letter with GCI Liberty (the “Malone nonvoting side letter”) pursuant to which each member of the Malone GCI group irrevocably and unconditionally agreed that the members of the Malone GCI group, in the aggregate, will not vote any shares of GCI Liberty voting stock beneficially owned by the Malone GCI group that, if voted, would result in the aggregate voting power of the Malone GCI group exceeding approximately 49.3 %. The Malone nonvoting side letter will automatically terminate upon the occurrence of certain events, including the receipt of the approval of transfer of control applications by the FCC and the RCA permitting the Malone GCI group to exercise de jure control of GCI Liberty.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
(11) Stockholders’ Equity
Preferred Stock
GCI Liberty’s preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by the Board of Directors. As of December 31, 2025, 10,000 shares of Series A Cumulative Redeemable non-voting preferred stock were issued (the “Preferred Stock”). The Preferred Stock has a 12 % dividend rate and $ 1,000 per share liquidation price plus accrued and unpaid dividends. The mandatory redemption date is July 14, 2032. The Preferred Stock is accounted for as a liability, and is included in the Other liabilities line in the consolidated balance sheets.
Common Stock
GLIBA has one vote per share, GLIBB has ten votes per share and GLIBK has no votes per share except as otherwise required by Nevada law. Each share of GLIBB is exchangeable at the option of the holder for one share of GLIBA. All series of our common stock participate on an equal basis with respect to dividends and distributions.
Rights Offering
On November 25, 2025, GCI Liberty distributed subscription rights (the “Series C GCI Group Rights”) to purchase shares of GLIBK to holders of GLIBA, GLIBB, and GLIBK in connection with a rights offering (the “Rights Offering”) that commenced on November 26, 2025. GCI Liberty distributed 0.3838 of a Series C GCI Group Right for each share of GLIBA, GLIBB, or GLIBK held as of 5:00 p.m., New York City time, on November 24, 2025. Fractional Series C GCI Group Rights were rounded up to the nearest whole right. Each whole Series C GCI Group Right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of GLIBK at a subscription price of $ 27.20 , which was equal to an approximate 20 % discount to the volume weighted average trading price of GLIBK for the ten-day trading period ending on and including November 21, 2025. Each Series C GCI Group Right also entitled the holder to subscribe for additional shares of GLIBK that were unsubscribed for in the rights offering pursuant to an oversubscription privilege. The Rights Offering expired in accordance with its terms at 5:00 p.m., New York City time, on December 17, 2025, and was fully subscribed with 11,059,127 shares of GLIBK issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. The approximate $ 300 million in proceeds from the Rights Offering will be used for general corporate purposes, which may include working capital, capital expenditures and repayment or refinancing of outstanding indebtedness. GCI Liberty may also use a portion of the net proceeds from the Rights Offering for potential strategic acquisitions, investments or partnerships.
Purchases of Common Stock
There were no repurchases of the Company’s common stock during the years ended December 31, 2025 and 2024.
(12) Employee Benefit Plans
Subsidiaries of the Company sponsor 401(k) plans, which provide their employees an opportunity to make contributions to a trust for investment. The Company’s subsidiaries make matching contributions to their plans based on a percentage of the amount contributed by employees. Employer cash contributions to all plans aggregated $ 13 million and $ 14 million for the years ended December 31, 2025 and 2024, respectively.
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
(13) Commitments and Contingencies
Guaranteed Service Levels
Certain customers have guaranteed levels of service with varying terms. In the event the Company is unable to provide the minimum service levels, it may incur penalties or issue credits to customers.
Litigation, Disputes, and Regulatory Matters
The Company is involved in various lawsuits, billing disputes, legal proceedings, and regulatory matters that have arisen from time to time in the normal course of business. Management believes there are no proceedings from asserted and unasserted claims which if determined adversely would have a material adverse effect on the Company’s financial position, results of operations or liquidity other than as discussed below.
RHC Program
GCI Holdings receives support from various USF programs including the RHC Program. The USF programs are subject to change by regulatory actions taken by the FCC, interpretations of or compliance with USF program rules, or legislative actions. The USF programs have also been subject to legal challenge, which could disrupt or eliminate the support GCI Holdings receives. Changes to any of the USF programs that GCI Holdings participates in could result in a material decrease in revenue and accounts receivable, which could have an adverse effect on GCI Holdings' business and the Company's financial position, results of operations or liquidity. As of December 31, 2025 and 2024, the Company had net accounts receivable from the RHC Program in the amounts of approximately $ 52 million and $ 69 million, respectively, which is included within Trade and other receivables in the consolidated balance sheets.
The rates that GCI and other carriers can charge for services provided under the RHC Telecommunications Program are highly regulated by the FCC. FCC rules provide that a telecommunications carrier can only charge a rural rate that is the average of rates actually being charged to commercial customers, other than health care providers, for identical or similar services in the rural area where the health care provider is located. If that is not available, the rural rate must be the average of tariffed or other publicly available rates charged in that area over the same distance by other carriers. If there is no rate available using rates actually being charged by GCI or other carriers, then, through the end of Funding Year 2026, which ends in June 2027, GCI may use a previously approved rural rate. If none of the preceding options are available, then the rate must be determined by a cost study submitted to the FCC or, for jurisdictionally intrastate services, to the state public utility commission. The RHC Telecommunications Program funds the difference between the rural rate and the urban rate, which is the amount that GCI must collect from the health care provider. The FCC has an ongoing rulemaking proceeding addressing the RHC Program rules, how subsidies are determined and related processes. GCI cannot predict which changes the FCC will adopt, and whether those changes will benefit or adversely affect GCI.
The RHC Program has a funding cap for each individual funding year that is annually adjusted for inflation, and which the FCC can increase by carrying forward unused funds from prior funding years. In recent years, including the current year, this funding cap has not limited the amount of funding received by participants; however, management continues to monitor the funding cap and its potential impact on funding in future years.
In 2022, GCI Holdings became aware of possible RHC Program compliance issues relating to potential conflicts of interest identified in the historical competitive bidding process with respect to certain of its contracts with its RHC customers. GCI Holdings notified the FCC’s Enforcement Bureau (the “Bureau”) of the potential compliance issues; however, the Company is unable to assess the ultimate outcome of the potential compliance issues and is unable to reasonably estimate any range of loss or possible loss.
In June 2024, GCI Holdings became aware that one of its submarine cable landing licenses had expired on February 1, 2024. On June 26, 2024, GCI Holdings filed a request for Special Temporary Authority to continue to operate
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GCI LIBERTY, INC.
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
the station, which was granted on September 11, 2024. On September 25, 2024, GCI Holdings received a letter of inquiry from the Bureau stating that it was investigating potential violations of the Cable Landing License Act and promulgating questions. GCI Holdings responded to that inquiry on October 25, 2024. The Bureau transmitted a set of supplemental questions to which GCI Holdings responded on December 23, 2024. On August 8, 2025, GCI entered into a $ 10,000 settlement and a three-year consent decree, fully resolving this matter.
(14) Segment Information
GCI Liberty’s chief operating decision maker (“CODM”), the Chief Executive Officer, assesses performance and allocates resources based on the Company’s consolidated statements of operations, as the converged network requires the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop uniform strategies. Accordingly, key components and processes of the Company’s operations are managed centrally, including capital and new technology development and deployment, customer service, marketing and advertising, legal and government affairs. Segment asset information is not used by the CODM to allocate resources. Under this organizational and reporting structure, the Company has one reportable segment.
As a single reportable segment entity, the Company’s segment performance measure is net earnings (loss). See note 2 for a description of the Company's disaggregated revenue by customer type and significant service offerings . Significant segment expenses that are not separately presented on the consolidated statements of operations but are reviewed by the CODM are presented below:
Operating expenses
Year ended December 31,
2025
2024
amounts in millions
Consumer direct costs
$
139
152
Business direct costs
114
127
Technology expense
270
260
Total operating expenses
$
523
539
Consumer direct costs consists of wireless handset inventory costs, video programming, wireless distribution costs, marketing and advertising expenses to consumer customers, bad debt expense, credit card and other transactional fees, and internal and external labor costs for managing relationships with consumer customers. Business direct costs consists of network distribution costs, largely to healthcare and education customers, as well as internal and outside labor costs for managing relationships with business customers. Technology expense consists of field and technology operations costs incurred to manage the Company's network, including internal and external labor costs, software related costs, lease expenses, maintenance costs, as well as utility costs.
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PART III
The following required information is incorporated by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders presently scheduled to be held in the second quarter of 2026:
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
We expect to file our definitive proxy statement for our 2026 Annual Meeting of Stockholders with the Securities and Exchange Commission on or before April 30, 2026.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements
Included in Part II of this report:
Page No.
GCI Liberty, Inc.:
Report of Independent Registered Public Accounting Firm (KPMG LLP, Denver, CO, Auditor Firm ID: 185 )
II-16
Consolidated Balance Sheets, December 31, 2025 and 2024
II-17
Consolidated Statements of Operations, Years ended December 31, 2025 and 2024
II-18
Consolidated Statements of Cash Flows, Years ended December 31, 2025 and 2024
II-19
Consolidated Statements of Equity, Years ended December 31, 2025 and 2024
II-20
Notes to Consolidated Financial Statements, December 31, 2025 and 2024
II-21
(a)(2) Financial Statement Schedules
(i) All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
(a)(3) 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
2 – Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
2.1
Separation and Distribution Agreement, dated as of June 19, 2025, by and between GCI Liberty, Inc. 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. 001-42742)).
3 – Articles of Incorporation and Bylaws:
3.1
Amended and Restated Articles of Incorporation of GCI Liberty, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No. 001-42742)).
3.2
Amended and Restated Bylaws of GCI Liberty, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No. 001-42742)).
3.3
Certificate of Designations of 12% Series A Cumulative Redeemable Non-Voting Preferred Stock of GCI Liberty, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on July 15, 2025 (File No. 001-42742)).
4 – Instruments Defining the Rights of Securities Holders, including Indentures:
4.1
Indenture, dated October 7, 2020, by and between GCI, LLC, as issuer, and MUFG Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on March 31, 2025 (File No. 333-286272)).
4.2
Form of 4.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on March 31, 2025 (File No. 333-286272)).
4.3
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
4.4
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
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10 – Material Contracts:
10.1
Tax Sharing Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc. 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. 001-42742)).
10.2
Tax Receivables Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc. 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. 001-42742)).
10.3 ‡
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)).
10.4 ‡
GCI Liberty, Inc. 2025 Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2025 (File No. 001-42742)).
10.5 ‡
GCI Liberty 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2025 (File No. 001-42742)).
10.6
Form of Indemnification Agreement between GCI Liberty, Inc. and its executive officers/directors (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on May 6, 2025 (File No. 333-286272)).
10.7
Services Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc. 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. 001-42742)).
10.8
Facilities Sharing Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc. 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. 001-42742)).
10.9
Aircraft Time Sharing Agreement, dated as of July 14, 2025, by and between GCI Liberty, Inc. 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. 001-42742)).
10.10
Amendment Agreement, dated as of March 25, 2025, among GCI, LLC, the subsidiary guarantors party thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on March 31, 2025 (File No. 333-286272)).
10.11
Voting Side Letter Agreement, dated as of December 31, 2024, by and between GCI Liberty, Inc. and the John C. Malone 1995 Revocable Trust, the Leslie A. Malone 1995 Revocable Trust, the John C. Malone June 2003 Charitable Remainder Unitrust, the Tracy M. Amonette Trust A, the Evan D. Malone Trust A and the Malone Family Land Preservation Foundation (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on May 6, 2025 (File No. 333-286272)).
10.12
Exchange Side Letter Agreement, dated as of November 12, 2024, by and among Liberty Broadband Corporation, John C. Malone, The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust and the John C. Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on May 6, 2025 (File No. 333-286272)).
10.13 ‡
Acknowledgement Letter, dated as of July 9, 2025, from Ronald A. 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. 001-42742)).
10.14 ‡
Restricted Stock Units Agreement, dated as of March 11, 2022, by and between Liberty Broadband Corporation and Ronald A. Duncan (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2025 (File No. 001-42742)).
10.15 ‡
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)).
10.16 ‡
Performance-Based Restricted Stock Units Agreement, dated as of August 21, 2025, by and between GCI Liberty, Inc. and Ronald A. Duncan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2025 (File No. 001-42742)).
10.17 ‡
Nonqualified Stock Option Agreement, dated as of August 21, 2025, by and between GCI Liberty, Inc. and Ronald A. Duncan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2025 (File No. 001-42742)).
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10.18 ‡
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 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2025 (File No. 001-42742)).
10.19 ‡
Form of Restricted Stock Units Agreement under the GCI Liberty, Inc. 2025 Omnibus Incentive Plan, as amended from time to time, for certain officers*
10.20 ‡
Form of Restricted Stock Units Agreement under the GCI Liberty, Inc. 2025 Omnibus, as amended from time to time, for certain Nonemployee Directors*
19.1
GCI Liberty, Inc. Insider Trading Policy.*
21
Subsidiaries of GCI Liberty, Inc.*
23.1
Consent of KPMG LLP.*
31.1
Rule 13a-14(a)/15d-14(a) Certification*
31.2
Rule 13a-14(a)/15d-14(a) Certification*
32
Section 1350 Certification**
97
GCI Liberty, Inc. Policy for the Recovery of Erroneously Awarded Compensation*
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)*
‡
Management contract or compensatory plan or arrangement
*
Filed herewith
**
Furnished herewith
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February 11, 2026
By:
/s/ Ronald A. Duncan
Ronald A. Duncan
President and Chief Executive Officer
Date: February 11, 2026
By:
/s/ Brian J. Wendling
Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Ronald A. Duncan
President, Chief Executive Officer and Director
February 11, 2026
Ronald A. Duncan
/s/ Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer
February 11, 2026
Brian J. Wendling
/s/ John C. Malone
Chairman of the Board
February 11, 2026
John C. Malone
/s/ Brian M. Deevy
Director
February 11, 2026
Brian M. Deevy
/s/ Jedd Gould
Director
February 11, 2026
Jedd Gould
/s/ Richard R. Green
Director
February 11, 2026
Richard R. Green
/s/ Larry E. Romrell
Director
February 11, 2026
Larry E. Romrell
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