8-K
GCI Liberty, Inc. (GLIBA)
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 5, 2025
GCI LIBERTY, INC.
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Nevada | 001-42742 | 36-5128842 |
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>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:
| T | | |
|---|---|---|
| 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 2.02. Results of Operations and Financial Condition.
On November 5, 2025, GCI Liberty, Inc. (the "Company") issued a press release (the "Earnings Release") setting forth information, including financial information, which is intended to supplement the financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 5, 2025.
This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company's results of operations or financial condition for the quarter ended September 30, 2025, are being furnished to the SEC.
Item 7.01. Regulation FD Disclosure.
On November 5, 2025, the Company issued a press release announcing that its board of directors had authorized management to cause to be distributed subscription rights related to its Series C GCI Group common stock. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.2 are being furnished to the SEC 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 | | Earnings Release, dated November 5, 2025. |
| 99.2 | | Press Release announcing subscription rights, dated November 5, 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 5, 2025
| | | |
|---|---|---|
| | GCI LIBERTY, INC. | |
| | | |
| | | |
| | By: | /s/ Wade Haufschild |
| | | Name: Wade Haufschild |
| | | Title: Senior Vice President |
3
Exhibit 99.1
GCI LIBERTY REPORTS THIRD QUARTER 2025 FINANCIAL RESULTS
Englewood, Colorado, November 5, 2025 – GCI Liberty, Inc. (“GCI Liberty”) (Nasdaq: GLIBA, GLIBK) today reported third quarter 2025 results.
Headlines include^(1)^:
| ● | GCI^(2)^ revenue declined 2% to $257 million, operating loss was $488 million primarily due to a non-cash impairment and Adjusted OIBDA^(3)^ declined 8% to $92 million |
|---|---|
| o | GCI Consumer revenue decreased 4% |
| --- | --- |
| o | GCI Business revenue was flat year-over-year |
| --- | --- |
| ● | GCI generated net cash provided by operating activities of $357 million and free cash flow^(3)^ of $155 million over the trailing twelve months ended September 30, 2025 |
| --- | --- |
| ● | Consumer cable modem subscribers declined 3% to 153,100 and consumer wireless lines in service increased 2% to 207,500 |
| --- | --- |
| ● | GCI Liberty to launch $300 million rights offering to all stockholders |
| --- | --- |
“GCI delivered solid results this quarter, reflecting our continued commitment to providing the highest quality connectivity services throughout Alaska,” said GCI Liberty CEO, Ron Duncan. “As of the end of the quarter, we have exited our video business, completing our transition to a pure play broadband connectivity provider. We continue to see opportunity in our wireless business and we are actively managing our cost base. GCI was provisionally awarded over $140 million in BEAD grants from the Alaska Broadband Office and we remain steadfast in our commitment to closing the digital divide in Alaska. Additionally, we are announcing today a rights offering that we expect to commence before year-end. We believe this offering will provide an attractive source of liquidity to fund future opportunities at the corporate level.”
1
Corporate Updates
On July 14, 2025, Liberty Broadband Corporation (“Liberty Broadband”) completed the spin-off of the GCI^^business into a new entity called GCI Liberty (the “spin-off”). Additional information regarding the spin-off can be found in the prospectus filed by GCI Liberty with the Securities and Exchange Commission on July 2, 2025.
Please refer to the press release issued this morning for detail regarding the proposed rights offering.
Discussion of Results
The following table provides the financial results of GCI Liberty for the third quarter of 2024 and 2025. During the third quarter of 2025, GCI Liberty recognized a $525 million non-cash impairment charge related to intangible assets and goodwill. This impairment relates to intangible assets acquired during Liberty Broadband’s 2020 acquisition of GCI Liberty, which were re-evaluated during the spin-off in July 2025. The impairment is included in operating loss presented below and excluded from Adjusted OIBDA.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | 3Q24 | | | 3Q25 | | | % Change | |
| (amounts in millions) | | | | | | | | | | |
| Consolidated Financial Metrics | | | | | | | | | | |
| Revenue | | | | | | | | | | |
| Consumer | | $ | 120 | | $ | 115 | | | (4) | % |
| Business | | | 142 | | | 142 | | | — | % |
| Total revenue | | $ | 262 | | $ | 257 | | | (2) | % |
| | | | | | | | | | | |
| Operating expenses (exclusive of depreciation and amortization): | | | | | | | | | | |
| Consumer direct costs | | $ | (38) | | $ | (32) | | | 16 | % |
| Business direct costs | | | (32) | | | (31) | | | 3 | % |
| Technology expense | | | (66) | | | (68) | | | (3) | % |
| Total operating expenses (exclusive of depreciation and amortization) | | $ | (136) | | $ | (131) | | | 4 | % |
| | | | | | | | | | | |
| Selling, general and administrative expense (exclusive of stock-based compensation) | | $ | (26) | | $ | (34) | | | (31) | % |
| | | | | | | | | | | |
| Stock-based compensation | | $ | (4) | | $ | (2) | | | 50 | % |
| Depreciation and amortization | | $ | (55) | | $ | (53) | | | 4 | % |
| | | | | | | | | | | |
| Operating income (loss)^(a)^ | | $ | 41 | | $ | (488) | | | NM | |
| Operating income margin (%)^(a)^ | | | 15.6% | | | (189.9%) | | | NM | |
| | | | | | | | | | | |
| Adjusted OIBDA^(b)^ | | $ | 100 | | $ | 92 | | | (8) | % |
| Adjusted OIBDA margin^(b)^ (%) | | | 38.2% | | | 35.8% | | | (240) | bps |
| | | | | | | | | | | |
| Capital expenditures, net of grant proceeds | | $ | (39) | | $ | (52) | | | (33) | % |
| (a) | During the three months ended September 30, 2025, GCI Liberty incurred a $525 million non-cash impairment charge related to intangible assets and goodwill. |
|---|---|
| (b) | See reconciling schedule 1. |
| --- | --- |
2
GCI revenue decreased 2% in the third quarter of 2025. Consumer revenue decreased 4%, driven primarily by declines in the video business and data subscriber losses, partially offset by growth in wireless. Business revenue was flat as growth in data revenue from service upgrades was offset by a decrease in wireless revenue from lower roaming revenue. GCI has exited the video business as of September 30, 2025.
Operating loss increased $529 million and Adjusted OIBDA decreased $8 million in the third quarter driven by lower revenue and increased selling, general and administrative expenses, partially offset by reduced operating expenses due to lower distribution costs. Selling, general and administrative expenses increased primarily due to higher personnel expenses, including healthcare costs and expenses related to accrued employee incentive payments. Operating loss was also impacted by an impairment charge of $525 million recognized during the third quarter related to intangible assets and goodwill.
Year to date, GCI has spent $152 million, net of grant proceeds, on capital expenditures related primarily to improvements to the wireless and data networks in rural Alaska. GCI's net capital expenditures for the full year 2025 are expected to be between $225 million and $250 million, with the lower end reflecting a delay in timing of additional investments in middle and last mile connectivity. A significant portion of the increased capital expenditures in 2025 are related to fulfilling the build-out requirements of the Federal Communications Commission’s Alaska Plan, which is expected to be completed by the end of 2026, as well as continued network expansion in GCI’s most important markets in rural Alaska, including the Bethel and AU-Aleutians fiber projects.
On a trailing twelve-month basis through the third quarter of 2025, net cash provided by operating activities totaled $357 million and free cash flow over the same period was $155 million.
3
GCI Consumer
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| (amounts in millions, except operating metrics) | | | 3Q24 | | | 3Q25 | | | % Change | |
| GCI Consumer | | | | | | | | | | |
| Financial Metrics | | | | | | | | | | |
| Revenue | | | | | | | | | | |
| Data | | $ | 61 | | $ | 59 | | | (3) | % |
| Wireless | | | 47 | | | 52 | | | 11 | % |
| Other | | | 12 | | | 4 | | | (67) | % |
| Total revenue | | $ | 120 | | $ | 115 | | | (4) | % |
| | | | | | | | | | | |
| Consumer direct costs | | | (38) | | | (32) | | | 16 | % |
| | | | | | | | | | | |
| Consumer gross margin | | $ | 82 | | $ | 83 | | | 1 | % |
| Consumer gross margin (%) | | | 68.3% | | | 72.2% | | | 390 | bps |
| | | | | | | | | | | |
| Operating Metrics | | | | | | | | | | |
| Data: | | | | | | | | | | |
| Cable modem subscribers^(a)^ | | | 157,400 | | | 153,100 | | | (3) | % |
| Wireless: | | | | | | | | | | |
| Lines in service^(b)^ | | | 204,000 | | | 207,500 | | | 2 | % |
| (a) | A cable modem subscriber is defined by the purchase of cable modem service regardless of the level of service purchased. Small-to-Medium Business customers, promotional and suspended subscribers are included. If one entity purchases multiple cable modem service access points, each access point is counted as a subscriber. |
|---|---|
| (b) | A wireless line in service is defined as a wireless device with a monthly fee for services. Small-to-Medium Business customers, promotional and suspended lines are included. |
| --- | --- |
GCI Consumer revenue totaled $115 million in the third quarter of 2025, a 4% decrease compared to the prior year period. The decrease was driven primarily by a decline in video and data revenue, offset by growth in wireless. As of September 30, 2025, GCI has exited the video business.
Data revenue totaled $59 million, a 3% decrease, driven primarily by subscriber losses. Consumer cable modem subscribers declined 3% year-over-year bringing total consumer cable modem customers to 153,100. During the third quarter of 2025, GCI lost 1,400 consumer cable modem subscribers. Additionally, subscriber growth in rural areas was adversely impacted by an outage from a fiber break on a third-party network in which GCI uses capacity. As of September 30, 2025, service has been restored on the third-party network.
Wireless revenue totaled $52 million, an 11% increase, driven by an increase in federal wireless subsidies. Consumer wireless lines grew 2% year-over-year, bringing total consumer wireless lines to 207,500. During the third quarter of 2025, GCI added 500 consumer wireless lines.
4
GCI Consumer gross margin was 72.2% in the third quarter of 2025, a 390 bps increase from the same quarter last year. GCI Consumer direct costs decreased 16%, driven by lower video programming costs and temporary cost savings from a fiber break on a third-party network in which GCI uses capacity that has since been fully restored.
GCI Business
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| (amounts in millions, except operating metrics) | | | 3Q24 | | | 3Q25 | | | % Change | |
| GCI Business | | | | | | | | | | |
| Financial Metrics | | | | | | | | | | |
| Revenue | | | | | | | | | | |
| Data | | $ | 123 | | $ | 124 | | | 1 | % |
| Wireless | | | 11 | | | 10 | | | (9) | % |
| Other | | | 8 | | | 8 | | | — | % |
| Total revenue | | $ | 142 | | $ | 142 | | | — | % |
| | | | | | | | | | | |
| Business direct costs | | | (32) | | | (31) | | | 3 | % |
| | | | | | | | | | | |
| Business gross margin | | $ | 110 | | $ | 111 | | | 1 | % |
| Business gross margin (%) | | | 77.5% | | | 78.2% | | | 70 | bps |
GCI Business revenue totaled $142 million in the third quarter of 2025, flat with the prior year period. The increase in business data revenue from service upgrades with existing healthcare and education customers was offset by a decrease in wireless revenue due to lower roaming revenue.
GCI Business gross margin was 78.2% in the third quarter of 2025, a 70 bps increase from the same quarter last year. GCI Business direct costs decreased 3% in the third quarter of 2025, driven primarily by temporary cost savings from a fiber break on a third-party network in which GCI uses capacity that has since been fully restored.
FOOTNOTES
| 1) | Unless otherwise noted, highlights compare financial information for the three months ended September 30, 2025 to the same period in 2024. GCI Liberty will discuss these highlights and other matters on GCI Liberty's earnings conference call that will begin at 11:15 a.m. (E.T.) on November 5, 2025. For information regarding how to access the call, please see “Important Notice” later in this document. |
|---|---|
| 2) | GCI Liberty’s principal operating asset is GCI Holdings, which provides data, mobile, voice and managed services to consumer, business, government and carrier customers throughout Alaska. |
| --- | --- |
| 3) | For a definition of Adjusted OIBDA, Adjusted OIBDA margin and free cash flow and applicable non-GAAP reconciliations, see the accompanying schedule 1. |
| --- | --- |
5
NOTES
Cash and Debt
The following presentation is provided to separately identify cash, cash equivalents, restricted cash and debt of GCI Liberty as of June 30, 2025 and September 30, 2025.
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| (amounts in millions) | 6/30/2025 | 9/30/2025 | |||||
| | | | | | | | |
| Cash, Cash Equivalents and Restricted Cash: | $ | 117 | | $ | 137 | | |
| | | | | | | | |
| Debt: | | | | | | | |
| Senior Notes^(a)^ | $ | 600 | $ | 600 | | ||
| Senior Credit Facility | | | 369 | | | 368 | |
| Tower Obligations and Other^(b)^ | | | 78 | | | 77 | |
| Total Debt | **** | $ | 1,047 | $ | 1,045 | | |
| GCI Leverage^(c)^ | | | 2.3x | | | 2.3x | |
| | | | | | | | |
| Unamortized premium and deferred loan costs | | 14 | | | 13 | | |
| Tower obligations and finance leases (excluded from GAAP Debt) | **** | | (74) | | | (73) | |
| Total Debt (GAAP) | | $ | 987 | | $ | 985 | |
| | **** | | | | | | |
| Other Financial Obligations: | | | | | | | |
| Preferred Stock^(d)^ | | $ | — | | $ | 10 | |
| (a) | Principal amount of Senior Notes. |
|---|---|
| (b) | Includes the Wells Fargo Note Payable and current and long-term obligations under tower obligations and finance leases. |
| --- | --- |
| (c) | As defined in GCI's credit agreement. |
| --- | --- |
| (d) | $10 million of non-voting preferred stock of GCI Liberty was issued to Liberty Broadband in the third quarter of 2025 and then sold by Liberty Broadband to third party buyers. The preferred stock has a 12% dividend rate and $1,000 per share liquidation price plus accrued and unpaid dividends. The mandatory redemption date is July 14, 2032. |
| --- | --- |
GCI Liberty cash, cash equivalents and restricted cash increased $20 million in the third quarter of 2025 primarily due to cash from operations, partially offset by capital expenditures, net of grant proceeds.
GCI Liberty debt was flat in the third quarter of 2025.
As of September 30, 2025, GCI’s credit facility has undrawn capacity of $377 million (net of letters of credit), and GCI’s leverage as defined in its credit agreement is 2.3x.
Important Notice: GCI Liberty (Nasdaq: GLIBA, GLIBK) will discuss GCI Liberty’s earnings release on a conference call which will begin at 11:15 a.m. (E.T.) on November 5, 2025. The call can be accessed by dialing (877) 407-3944 or (412) 902-0038, passcode 13749439, at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast, go to https://www.gciliberty.com/investors/news-events/ir-calendar. Links to this press release and replays of the call will also be available on GCI Liberty’s website.
This press release includes certain forward-looking statements under the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, the proposed rights offering, future financial prospects and capital expenditures. These forward-looking statements involve many risks and uncertainties that could cause actual 6
results to differ materially from those expressed or implied by such statements, including, without limitation, competitive issues, customer demand, economic conditions (including inflationary pressures), regulatory and legislative matters affecting our businesses, our ability to obtain or maintain roaming services and necessary communications equipment, the success of the proposed rights offering and our ability to obtain additional financing on terms acceptable to GCI Liberty. 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 in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of GCI Liberty, including the prospectus filed on July 2, 2025 with the Securities and Exchange Commission, as part of GCI Liberty’s Registration Statement on Form S-1 (File No. 333-286272), and the most recent Form 10-Q, for additional information about GCI Liberty and about the risks and uncertainties related to GCI Liberty which may affect the statements made in this press release.
Contact: Shane Kleinstein (720) 875-5432
NON-GAAP FINANCIAL MEASURES
SCHEDULE 1
To provide investors with additional information regarding our financial results, this press release includes a presentation of Adjusted OIBDA and trailing twelve months of free cash flow, which are non-GAAP financial measures, for GCI Liberty together with reconciliations to operating income and net cash provided by operating activities, respectively, as determined under GAAP, as well as Adjusted OIBDA margin. GCI Liberty defines Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring and impairment charges. GCI Liberty defines Adjusted OIBDA margin as Adjusted OIBDA divided by revenue. GCI Liberty defines free cash flow as net cash provided by operating activities less capital expenditures net of grant proceeds received for capital expenditures.
GCI Liberty believes Adjusted OIBDA and free cash flow are important indicators of the operational strength and performance of its business by identifying those items that are not directly a reflection of business performance or indicative of ongoing business trends. In addition, these measures allow management to assess GCI Liberty’s performance, its ability to service its debt, fund operations and make additional investments with internally generated funds, perform analytical comparisons, and identify strategies to improve performance. GCI Liberty believes presenting free cash flow on a trailing twelve month basis more accurately demonstrates the company’s liquidity profile by minimizing seasonal fluctuations, particularly around timing of Universal Service Fund cash receipts. Because Adjusted OIBDA and free cash flow are used as measures of operating performance and liquidity, respectively, GCI Liberty views operating income and net cash provided by operating activities, respectively, as the most directly comparable GAAP measures. Adjusted OIBDA and free cash flow are not meant to replace or supersede operating income, net cash provided by operating activities or 7
any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that GCI Liberty’s management considers in assessing the results of operations and performance of its assets. Please see the table below for applicable reconciliations.
The following table provides a reconciliation of GCI Liberty’s operating income to Adjusted OIBDA for the three months ended September 30, 2024 and September 30, 2025 and net cash provided by operating activities to free cash flow for the twelve months ended September 30, 2025.
| | | | | | | |
|---|---|---|---|---|---|---|
| (amounts in millions) | 3Q24 | 3Q25 | ||||
| Operating Income | | $ | 41 | | $ | (488) |
| Depreciation and amortization | | | 55 | | | 53 |
| Stock-based compensation | | | 4 | | | 2 |
| Impairment of goodwill and intangible assets | | | — | | | 525 |
| Adjusted OIBDA | | $ | 100 | | $ | 92 |
| |
|---|
| | | | |
|---|---|---|---|
| | | Twelve months | |
| | | ended | |
| (amounts in millions) | 9/30/2025 | ||
| Net cash provided by (used in) operating activities | | $ | 357 |
| Capital expenditures | | | (238) |
| Grant proceeds | | | 36 |
| Free cash flow | | $ | 155 |
8
GCI LIBERTY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION
(unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | September 30, | **** | December 31, | | |
| | **** | 2025 | **** | 2024 | | |
| | | amounts in millions, except share amounts | | |||
| Assets | | | | | | |
| Current assets: | | | ||||
| Cash and cash equivalents | | $ | 124 | 74 | | |
| Trade and other receivables, net of allowance for credit losses of $4 and $4, respectively | | 136 | 184 | | ||
| Due from Liberty Broadband | | | 98 | | 5 | |
| Prepaid and other current assets | | 47 | 56 | | ||
| Total current assets | | 405 | 319 | | ||
| Property and equipment, net | | 1,209 | 1,150 | | ||
| Intangible assets not subject to amortization | | | | | ||
| Goodwill | | 638 | 746 | | ||
| Cable certificates | | 149 | 550 | | ||
| Other | | 25 | 41 | | ||
| | | | 812 | | 1,337 | |
| Intangible assets subject to amortization, net | | 380 | 411 | | ||
| Other assets, net | | 205 | 165 | | ||
| Total assets | | | 3,011 | 3,382 | | |
| | | | | | | |
| Liabilities and Equity | | | ||||
| Current liabilities: | | | ||||
| Accounts payable and accrued liabilities | | | 125 | 110 | | |
| Deferred revenue | | 23 | 21 | | ||
| Current portion of debt | | 4 | 3 | | ||
| State income taxes payable | | 91 | — | | ||
| Other current liabilities | | 59 | 58 | | ||
| Total current liabilities | | 302 | 192 | | ||
| Long-term debt, net | | 981 | 1,066 | | ||
| Obligations under tower obligations and finance leases | | 69 | 72 | | ||
| Long-term deferred revenue | | 130 | 113 | | ||
| Deferred income tax liabilities | | — | 359 | | ||
| Other liabilities | | 139 | 151 | | ||
| Total liabilities | | 1,621 | 1,953 | | ||
| | | | | | | |
| Redeemable noncontrolling interest in equity of subsidiary | | | 18 | | 15 | |
| | | | | | | |
| Series A GCI Group common stock, $.01 par value. Authorized 100,000,000 shares; issued and outstanding 3,650,938 and zero at September 30, 2025 and December 31, 2024, respectively | | | — | | — | |
| Series B GCI Group common stock, $.01 par value. Authorized 3,750,000 shares; issued and outstanding 400,806 and zero at September 30, 2025 and December 31, 2024, respectively | | | — | | — | |
| Series C GCI Group common stock, $.01 par value. Authorized 100,000,000 shares; issued and outstanding 24,646,095 and zero at September 30, 2025 at December 31, 2024, respectively | | | — | | — | |
| Former member's investment | | | — | | 1,777 | |
| Additional paid-in capital | | | 2,060 | | — | |
| Retained earnings (deficit) | | | (688) | | (363) | |
| Total equity | | 1,372 | 1,414 | | ||
| Total liabilities and equity | | $ | 3,011 | 3,382 | |
9
GCI LIBERTY, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION
(unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three months ended | | |||
| | | September 30, | | |||
| | **** | 2025 | **** | 2024 | | |
| | | amounts in millions, | | |||
| | | except per share amounts | | |||
| Revenue | | $ | 257 | 262 | | |
| Operating costs and expenses: | | | | |||
| Operating expense (exclusive of depreciation and amortization) | | 131 | 136 | | ||
| Selling, general and administrative expense (including stock-based compensation) | | 36 | 30 | | ||
| Depreciation and amortization | | 53 | 55 | | ||
| Impairment of goodwill and intangible assets | | | 525 | | — | |
| | | 745 | 221 | | ||
| Operating income (loss) | | (488) | 41 | | ||
| Other income (expense): | | | ||||
| Interest expense (including amortization of deferred loan fees) | | (12) | (13) | | ||
| Other, net | | 3 | 1 | | ||
| | | | (9) | | (12) | |
| Earnings (loss) before income taxes | | (497) | 29 | | ||
| Income tax benefit (expense) | | 110 | (8) | | ||
| Net earnings (loss) | | $ | (387) | 21 | | |
| Basic net earnings (loss) attributable to Series A, Series B and Series C GCI Group shareholders per common share | | $ | (13.34) | 0.72 | | |
| Diluted net earnings (loss) attributable to Series A, Series B and Series C GCI Group shareholders per common share | | $ | (13.34) | | 0.72 | |
10
GCI LIBERTY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION
(unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Nine months ended | | |||
| | | September 30, | | |||
| | **** | 2025 | **** | 2024 | | |
| | | amounts in millions | | |||
| Cash flows from operating activities: | | | ||||
| Net earnings (loss) | | $ | (325) | 54 | | |
| Adjustments to reconcile net earnings (loss) to net cash from operating activities: | | | ||||
| Depreciation and amortization | | 158 | 157 | | ||
| Stock-based compensation | | 9 | 11 | | ||
| Impairment of goodwill and intangible assets | | | 525 | | — | |
| Deferred income tax expense (benefit) | | (399) | 6 | | ||
| Non-cash changes in taxes payable | | | 206 | | — | |
| Other, net | | (3) | | (4) | | |
| Change in operating assets and liabilities: | | | ||||
| Current and other assets | | 74 | 27 | | ||
| Payables and other liabilities | | 57 | (28) | | ||
| Net cash provided by (used in) operating activities | | 302 | 223 | | ||
| Cash flows from investing activities: | | | ||||
| Capital expenditures | | (174) | (183) | | ||
| Grant proceeds received for capital expenditures | | | 22 | | 40 | |
| Other investing activities, net | | 6 | — | | ||
| Net cash provided by (used in) investing activities | | (146) | (143) | | ||
| Cash flows from financing activities: | | | ||||
| Borrowings of debt | | | 691 | | 130 | |
| Repayments of debt, tower obligations and finance leases | | (778) | (104) | | ||
| Contributions from (distributions to) former member | | | — | | (150) | |
| Other financing activities, net | | (7) | — | | ||
| Net cash provided by (used in) financing activities | | (94) | (124) | | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | | 62 | (44) | | ||
| Cash, cash equivalents and restricted cash, beginning of period | | 75 | 97 | | ||
| Cash, cash equivalents and restricted cash, end of period | | $ | 137 | 53 | |
11
Exhibit 99.2 November 5, 2025
GCI Liberty Announces $300 Million Rights Offering for Series C GCI Group Common Stock
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) (“GCI Liberty”) today announced that its Board of Directors (the “Board”) has declared a dividend of pro rata subscription rights to acquire shares of its Series C GCI Group common stock (“GLIBK”) to all holders of record of its Series A, Series B and Series C GCI Group common stock as of 5:00 p.m., New York City time, on November 24, 2025, with an aggregate intended offering price of $300 million. The distribution of the rights is subject to certain conditions.
The rights offering is expected to commence November 26, 2025 and expire December 17, 2025, subject to extension. Each right will entitle the holder to a basic subscription privilege and an oversubscription privilege. Under the basic subscription privilege, each whole right will entitle its holder to acquire one share of GLIBK at an approximate 20% discount to the volume weighted average trading price of GLIBK over a ten consecutive trading day period to be determined prior to the commencement of the rights offering. Under the oversubscription privilege, each whole right will also entitle any holder who exercises its basic subscription right in full to acquire additional shares of GLIBK at the same discounted price, subject to certain restrictions. All exercises of rights are irrevocable even if the Board determines to extend the expiration time. John C. Malone, Chairman of the Board of GCI Liberty, has advised GCI Liberty that he intends to exercise in full his basic subscription privilege and exercise his oversubscription privilege to acquire any and all shares remaining available following appropriate proration allocations by the subscription agent. Dr. Malone may also acquire rights in the open market.
The rights will be transferable, and GCI Liberty expects that they will begin trading on the Nasdaq Global Select Market on November 26, 2025 under the symbol “GLIBR.” The rights will cease trading at the close of market immediately prior to the expiration time.
GCI Liberty expects to use the net proceeds from the rights offering for general corporate purposes, which may include working capital, capital expenditures and repayment or refinancing of outstanding indebtedness. GCI Liberty may also use the net proceeds for highly accretive acquisitions in Alaska or to pursue diversification through opportunistic investments or partnerships.
A registration statement on Form S-1 (including a prospectus) relating to the rights offering is being filed today with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. Neither the rights nor the underlying shares may be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Copies of the prospectus, when it becomes available, will be distributed to all holders of GCI Group common stock as of the rights distribution record date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov.
Morgan Stanley & Co. LLC will serve as the financial advisor to GCI Liberty for the rights offering.
Cautionary Note Regarding Forward-Looking Statements
This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the proposed rights offering, including the timing thereof, trading of the rights and the intention of Dr. Malone with respect to the rights offering. 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, including, without limitation, GCI Liberty’s ability to complete the rights offering. These forward-looking statements speak only as of the date of this communication, 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 GCI Liberty’s Registration Statement on Form S-1 being filed today, 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 communication.
Not a Solicitation
This communication does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this communication, nor will there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The rights offering, when commenced, will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
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.