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[Form 4] GCI Liberty, Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GCI Liberty, Inc. President and CEO Ronald A. Duncan reported multiple equity compensation transactions in Series C GCI Group Common Stock (GLIBK). On February 20, 2026, 1,158 restricted stock units were exercised into the same number of GLIBK shares at $0.00 per share, and 7,706 shares were disposed of at $39.70 per share to satisfy tax withholding obligations, leaving 127,107 directly held shares. On February 10, 2026, he received a grant of 18,423 shares following certification that performance criteria for previously granted performance-based restricted stock units were met, and certain additional shares are held indirectly through a 401(k) plan, family entities, and his spouse, with beneficial ownership partially disclaimed in line with the footnotes.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DUNCAN RONALD A

(Last) (First) (Middle)
12300 LIBERTY BOULEVARD

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GCI Liberty, Inc. [ GLIBK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series C GCI Group Common Stock 02/10/2026 A 18,423(1) A $0.0000 133,655 D
Series C GCI Group Common Stock 02/20/2026 M 1,158 A $0(2) 134,813 D
Series C GCI Group Common Stock 02/20/2026 F 7,706 D $39.7 127,107 D
Series C GCI Group Common Stock 557 I By 401(k) Savings Plan(3)
Series C GCI Group Common Stock 20,578 I By 560 Company, Inc.(4)
Series C GCI Group Common Stock 2,022 I By Missy, LLC(5)
Series C GCI Group Common Stock 1,162 I By RAD, LLC(6)
Series C GCI Group Common Stock 7,516 I By Spouse(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units - GLIBK (8) 02/20/2026 M 1,158 02/20/2026(9) 02/20/2026(9) Series C GCI Group Common Stock 1,158 $0.0000 0.0000 D
Explanation of Responses:
1. Represents shares of Series C GCI Group Common Stock ("GLIBK") to be issued as a result of the certification on February 10, 2026 of the satisfaction of performance criteria established for the performance-based restricted stock units granted to the Reporting Person on August 21, 2025.
2. Each restricted stock unit converted into one share of GLIBK.
3. The number of shares reported as held in the Reporting Person's 401(k) is based on a statement from the Plan Administrator dated as of January 31, 2026.
4. The Reporting Person owns 55% of 560 Company, Inc. and has voting and dispositive power over these shares. A trust (the "Trust") which the Reporting Person's spouse serves as trustee and his adult daughter is the principal beneficiary owns the remaining 45% of 560 Company, Inc. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
5. RAD, LLC has a 25% ownership interest in and is the managing member of Missy, LLC. The Reporting Person's spouse has a 25% ownership interest in Missy, LLC and the Reporting Person's adult daughter holds the remaining 50% ownership interest in Missy, LLC. Accordingly, the Reporting Person may be deemed to be the indirect beneficial owner of certain Issuer's securities owned by Missy, LLC. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
6. The Reporting Person has a 0.1% ownership interest in and is the controlling member of RAD, LLC and the Trust holds the remaining 99.9% ownership interest of RAD, LLC. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
7. The Reporting Person disclaims beneficial ownership of these shares owned by his spouse.
8. Each restricted stock unit represents a contingent right to receive one share of GLIBK.
9. This restricted stock unit was previously reported to vest on March 15, 2026. Vesting of this restricted stock unit was accelerated to correspond with the vesting of the performance-based restricted stock units granted to the Reporting Person on August 21, 2025 as referenced in Footnote 1.
/s/ Brittany A. Uthoff as Attorney in Fact for Ronald A. Duncan 02/23/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did GCI Liberty (GLIBA) report for Ronald A. Duncan?

Ronald A. Duncan reported exercising 1,158 restricted stock units into GLIBK shares and a tax-withholding disposition of 7,706 shares at $39.70 per share. He also received 18,423 performance-based shares after meeting established criteria on February 10, 2026.

How many GCI Liberty GLIBK shares does Ronald A. Duncan hold directly after these Form 4 transactions?

After the reported transactions, Ronald A. Duncan directly holds 127,107 shares of Series C GCI Group Common Stock. This reflects the exercise of 1,158 restricted stock units, the tax-withholding disposition of 7,706 shares, and the earlier award of 18,423 performance-based shares.

Were any of Ronald A. Duncan’s GCI Liberty share disposals open-market sales?

The reported disposal of 7,706 GLIBK shares used transaction code F, indicating shares were withheld to cover exercise price or tax liability. This code reflects a tax-withholding disposition, not an open-market sale, at a reported price of $39.70 per share.

What performance-based award did Ronald A. Duncan receive from GCI Liberty on February 10, 2026?

On February 10, 2026, Ronald A. Duncan received 18,423 GLIBK shares after certification that performance criteria for previously granted performance-based restricted stock units were satisfied. Each restricted stock unit converted into one share of GLIBK, according to the accompanying footnotes.

How are Ronald A. Duncan’s indirect GCI Liberty holdings structured according to the Form 4 footnotes?

Indirect holdings are reported through a 401(k) plan, 560 Company, Inc., Missy, LLC, RAD, LLC, and his spouse. The footnotes explain varying ownership percentages and control, and Duncan disclaims beneficial ownership in several cases except to the extent of his pecuniary interest.

Did GCI Liberty accelerate any vesting of Ronald A. Duncan’s restricted stock units?

One restricted stock unit previously reported to vest on March 15, 2026 had its vesting accelerated. The vesting was aligned with performance-based restricted stock units granted on August 21, 2025, following certification of the satisfaction of performance criteria on February 10, 2026.
Gci Liberty Inc

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Telecom Services
Telephone Communications (no Radiotelephone)
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United States
ENGLEWOOD