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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 3, 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.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2025,
Jedd Gould was appointed to the board of directors (the “Board”) of GCI Liberty, Inc. (“GCI Liberty”), effective
as of November 10, 2025. Following Mr. Gould’s appointment, GCI Liberty will have a total of 6 directors, divided among
three classes, with Mr. Gould serving as a Class I director with a term expiring at the annual meeting of stockholders in 2026.
For Mr. Gould’s
service as a director during 2025, he will receive a prorated director fee (which fee on an annualized basis is $250,000) that will be
payable in cash. Thereafter, Mr. Gould will receive the same compensation as GCI Liberty’s other nonemployee directors, which
compensation is summarized in GCI Liberty’s registration statement on Form S-1, dated November 5, 2025, which was filed
with the Securities and Exchange Commission on November 5, 2025.
There were no arrangements
or understandings between Mr. Gould and any other person pursuant to which Mr. Gould was selected as a member of the Board.
Mr. Gould has no direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of
Regulation S-K.
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 5, 2025
| |
GCI LIBERTY, INC. |
| |
|
|
| |
By: |
/s/ Brittany A. Uthoff |
| |
|
Name: Brittany A. Uthoff |
| |
|
Title: Vice President and Assistant Secretary |
