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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): February 13, 2026
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
5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On February 13, 2026, GCI Liberty, Inc., a Nevada
corporation (the “Company”), received a notice from the administrator of the GCI 401(k) Plan (the “Plan”) that
stated that the Company’s Series C GCI Group common stock held in the Plan in a stock fund (the “GCI Group common stock fund”)
will be entering a blackout period due to the liquidation of the Company’s GCI Group common stock from the Plan following its removal
as an investment option under the Plan.
The blackout is necessary to effect the liquidation
of the Company’s GCI Group common stock held in the GCI Group common stock fund under the Plan. During the blackout, transactions
affecting investments in the Company’s Series C GCI Group common stock in the GCI Group common stock fund will be suspended, and
participants will be restricted from exercising account activities with respect to this investment alternative under the Plan. The liquidation
remains subject to certain administrative procedures and is anticipated to occur in the first quarter of 2026, and the Plan administrator
provided a notice stating that the blackout under the Plan is expected to begin at 4:00 p.m. ET on March 16, 2026 and is expected to end
on or about March 20, 2026. As a result, the SOX blackout is expected to begin at 4:00 p.m. ET on March 16, 2026 and is expected to end
on or about March 20, 2026 but, it is possible that the liquidation may be delayed, in which case, the Company will provide notice of
changes to the anticipated SOX blackout period.
In accordance with Section 306 of the Sarbanes-Oxley
Act of 2002 and Rule 104 of Regulation BTR, on February 13, 2026, the Company sent a notice to its directors and executive officers notifying
them of the blackout period to be imposed on the Plan and certain trading prohibitions with respect to the Company’s Series A GCI
Group common stock, Series B GCI Group common stock and Series C GCI Group common stock to which they will be subject during the blackout
period. A copy of the notice that was sent by the Company to these individuals is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Inquiries relating to the blackout period may
be directed to Renee Wilm or Brittany Uthoff in the Legal Department by telephone at 720-875-5900 or by mail at 12300 Liberty Boulevard,
Englewood, CO 80112.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Notice Under Rule 104 of Regulation BTR, dated February 13, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: February 13, 2026
| |
GCI LIBERTY, INC. |
| |
|
|
| |
By: |
/s/ Brittany A. Uthoff |
| |
|
Name: |
Brittany A. Uthoff |
| |
|
Title: |
Vice President and Assistant Secretary |
Exhibit 99.1
NOTICE UNDER
RULE 104 OF REGULATION BTR
| TO: |
Directors and Executive Officers of GCI Liberty, Inc. |
| |
|
| FROM: |
Legal Department of GCI Liberty, Inc. |
| |
|
| RE: |
SOX Blackout Period |
| |
|
| DATE: |
February 13, 2026 |
GCI Communication Corp., a subsidiary of GCI Liberty,
Inc. (the “Company”), maintains the GCI 401(k) Plan (the “Plan”). One of the investment alternatives for participants
in the Plan is a stock fund through which a portion of participants’ Plan account balances could be invested in shares of the Company’s
Series C GCI Group common stock (the “GCI Group common stock fund”). The GCI Group common stock fund is currently frozen to
new investments and the Plan administrator has determined to remove the Company’s Series C GCI Group common stock as an investment
under the plan and to liquidate the Company’s Series C GCI Group common stock held in the Plan.
The purpose of this notice is to inform you that,
in connection with the removal of the Company’s Series C GCI Group common stock as an investment option under the Plan, a blackout
period is expected to be imposed with respect to shares of the Company’s Series C GCI Group common stock held in the GCI Group common
stock fund. During the blackout, transactions affecting investments in the Company’s Series C GCI Group common stock held in the
GCI Group common stock fund will be suspended, and participants will be restricted from exercising account activities with respect to
this investment alternative under the Plan.
As a director or executive officer of the Company,
you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and
Exchange Commission regulations, which prohibit certain trades during savings plan “blackout” periods regardless of whether
you participate in the Plan.
The liquidation remains subject to certain administrative
procedures and is anticipated to occur in the first quarter of 2026, and the Plan administrator provided a notice stating that the blackout
under the Plan is expected to begin at 4:00 p.m. ET on March 16, 2026 and is expected to end on or about March 20, 2026. As a result,
the SOX blackout is expected to begin at 4:00 p.m. ET on March 16, 2026 and is expected to end on or about March 20, 2026 but, it is possible
that the liquidation may be delayed, in which case, the Company will inform you of changes to the anticipated SOX blackout period.
While the SOX blackout
period is in effect, you (and your immediate family members who share your residence) should not, directly or indirectly, engage in any
purchase, sale, transfer, acquisition, or disposition of the Company’s Series A GCI Group common stock, Series B GCI Group common
stock and Series C GCI Group common stock, including stock options, even if you are not a participant in the Plan. There are limited exclusions
and exemptions from this rule. We are required to provide you with this notice in order to comply with federal securities laws. If you
engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject
to civil and criminal penalties.
Further, the above prohibition is in addition
to other restrictions on trading activity the Company may impose on its executive officers and directors, including under its insider
trading policy and any administrative blackout related to its online incentive award platform.
If you have any questions pertaining to this notice
or the SOX blackout period, you should contact Renee Wilm or Brittany Uthoff in the Legal Department by telephone at 720-875-5900 or by
mail at 12300 Liberty Boulevard, Englewood, CO 80112.
| |
/s/ Brittany A. Uthoff |
| |
Brittany A. Uthoff, Vice President and Assistant Secretary |
