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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): December 23, 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 On December 23, 2025, GCI Liberty, Inc. issued a press release announcing the completion of its previously announced rights offering, which expired in accordance with its terms at 5:00 p.m., New York City time, on December 17, 2025. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.
Item 7.01. Regulation FD Disclosure.
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 December 23, 2025. | |
| 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: December 23, 2025
| GCI LIBERTY, INC. | |||
| | | ||
| By: | /s/ Brittany A. Uthoff | ||
| | Name: | Brittany A. Uthoff | |
| | Title: | Vice President and Assistant Secretary | |
Exhibit 99.1
December 23, 2025
GCI Liberty Announces Completion of Rights Offering
ENGLEWOOD, Colo.— (BUSINESS WIRE)—GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) (“GCI Liberty”) announced today the completion of its rights offering, which expired in accordance with its terms at 5:00 p.m., New York City time, on December 17, 2025. GCI Liberty received approximately $300 million in proceeds, which 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.
GCI Liberty has been informed by the subscription agent that the rights offering was fully subscribed, with 11,059,127 shares of Series C GCI Group common stock to be issued to those rightsholders exercising basic and, if applicable, oversubscription privileges. Approximately 95% of the shares to be issued as a result of the rights offering were subscribed for pursuant to validly exercised basic subscription privileges. As a result, the remaining shares available for issuance to those rightsholders validly exercising oversubscription privileges were allocated pro rata based on the number of rights underlying such rightsholders’ basic subscription privilege. There was no single proration factor for this allocation due to the process by which the subscription agent allocated the remaining shares, which involved multiple rounds of proration among the validly oversubscribing rightsholders, as described in the final prospectus relating to the rights offering, filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2025 (the “final prospectus”).
The shares of Series C GCI Group common stock purchased in the rights offering were issued by GCI Liberty on December 23, 2025. GCI Liberty expects the subscription agent to distribute refunds for unfulfilled oversubscriptions of DTC participants on or about December 23, 2025 and to mail refund checks for unfulfilled oversubscriptions of registered holders on or about December 23, 2025. Any beneficial owner that exercised rights through a broker, dealer or nominee should contact such broker, dealer or nominee regarding when such beneficial owner should expect to receive their shares of Series C GCI Group common stock or refunds for unfulfilled oversubscriptions. Checks for the proceeds from the sale of rights by the subscription agent were distributed beginning on December 10, 2025.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the rights offering, including expectations regarding timing of the distribution of refunds for unfulfilled oversubscriptions. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” or “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied by such statements. These forward-looking statements speak only as of the date of this press release, and GCI Liberty expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in GCI Liberty’s expectations with regard thereto or any change of events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of GCI Liberty, including the risk factors detailed in the final prospectus, as such risk factors may be amended, supplemented or superseded from time to time by other reports GCI Liberty subsequently files with the SEC, for additional information about GCI Liberty and the risks and uncertainties related to GCI Liberty’s business that may affect the statements made in this press release.
About GCI Liberty, Inc.
GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) consists of its wholly owned subsidiary GCI, LLC (“GCI”). GCI is Alaska’s largest communications provider, providing data, voice and managed services to consumer and business customers throughout Alaska, serving more than 200 communities. GCI has invested $4.7 billion in its Alaska network and facilities over the past 45 years. Through a combination of ambitious network initiatives, GCI continues to expand and strengthen its statewide network infrastructure to deliver the best possible connectivity to its customers and close the digital divide in Alaska.
GCI Liberty, Inc.
Investor Contact:
(866) 876-0461
investor@gciliberty.com
Source: GCI Liberty, Inc.