GCI Liberty 8-K outlines subscription rights for Series C stock

Rhea-AI Filing Summary

GCI Liberty, Inc. filed a Form 8-K to share that it issued a press release on November 24, 2025 describing proposed terms for a previously announced rights distribution. The rights distribution will grant subscription rights to holders of its Series A, Series B and Series C GCI Group common stock to acquire additional shares of its Series C GCI Group common stock in a follow-on rights offering.

The company is providing this information as a Regulation FD disclosure, meaning the 8-K and attached press release are being furnished to ensure broad, simultaneous access to this update and are not considered filed for liability purposes. The detailed financial and structural terms of the rights offering are contained in the press release referenced as Exhibit 99.1.

false 0002057463 0002057463 2025-11-24 2025-11-24 0002057463 GLIBA:SeriesaGciGroupCommonStockMember 2025-11-24 2025-11-24 0002057463 GLIBA:SeriescGciGroupCommonStockMember 2025-11-24 2025-11-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 24, 2025

GCI LIBERTY, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-42742	36-5128842
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Series A GCI Group Common Stock	GLIBA	The Nasdaq Stock Market LLC
Series C GCI Group Common Stock	GLIBK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 7.01. Regulation FD Disclosure.

On November 24, 2025, GCI Liberty, Inc. issued a press release announcing certain proposed terms for the previously announced distribution of subscription rights to holders of its Series A, Series B and Series C GCI Group common stock to acquire shares of its Series C GCI Group common stock in a rights offering to follow such distribution. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated November 24, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2025

	GCI LIBERTY, INC.
	​	​
	By:	/s/ Brittany A. Uthoff
	​	Name: Brittany A. Uthoff
	​	Title: Vice President and Assistant Secretary

3

FAQ

What did GCI Liberty (GLIBA) announce in this Form 8-K?

GCI Liberty reported that on November 24, 2025 it issued a press release announcing certain proposed terms for the previously announced distribution of subscription rights tied to a planned rights offering of its Series C GCI Group common stock.

What is the purpose of GCI Libertys planned rights distribution and offering?

The company plans to distribute subscription rights to existing holders of its Series A, Series B and Series C GCI Group common stock, allowing them to acquire shares of its Series C GCI Group common stock in a subsequent rights offering.

Which GCI Liberty share classes are eligible for the subscription rights?

Holders of Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock will receive subscription rights in the announced distribution.

How is this GCI Liberty rights information being disclosed to investors?

The company is using a Regulation FD Form 8-K, furnishing the press release as Exhibit 99.1, so all investors get the same information at the same time.

Is the GCI Liberty press release considered filed with the SEC?

No. The Form 8-K states that this report and the attached Exhibit 99.1 are being furnished under Item 7.01 of Form 8-K and shall not be deemed filed for any purpose.

Where can investors find more detail on GCI Libertys rights offering terms?

Specific proposed terms for the subscription rights and rights offering are contained in the press release dated November 24, 2025, which is attached to the Form 8-K as Exhibit 99.1.