SCHEDULE: John C. Malone Discloses Controlling Stake in GCI Liberty Following Spin-Off

John C. Malone has reported beneficial ownership of 93.9% of GCI Liberty's Series B Common Stock following the spin-off from Liberty Broadband, while agreeing to limit his aggregate voting power to 49.99%.

Summary

• John C. Malone acquired 376,534 shares of GCI Liberty, Inc.'s Series B GCI Group Common Stock, par value $0.01 per share, through a spin-off (Distribution) from Liberty Broadband Corporation, completed on July 14, 2025.
• The acquisition makes Mr. Malone the beneficial owner of approximately 93.9% of the outstanding Series B Common Stock, calculated based on 400,806 Series B shares outstanding post-spin-off.
• Each Series B Common Stock share is entitled to ten votes, while Series A Common Stock shares are entitled to one vote. Mr. Malone also owns 248,233 shares of Series A Common Stock.
• Without considering the Voting Side Letter Agreement, Mr. Malone's beneficial ownership represents approximately 52.4% of the total voting power for the general election of directors.
• A Voting Side Letter Agreement, dated December 31, 2024, limits the aggregate voting power of the Malone GCI group (including Mr. Malone and related trusts) to the lesser of 49.99% of the Issuer's aggregate voting power or their aggregate voting power in Liberty Broadband Corporation immediately prior to June 30, 2025.

Sentiment

Score: 7

Explanation: The document is a factual disclosure of a significant beneficial ownership stake resulting from a planned corporate spin-off. The presence of a voting agreement capping control provides clarity on governance, which can be viewed positively by the market, indicating stability in major shareholder influence.

Positives

• John C. Malone, a prominent industry figure, maintains a significant investment and leadership role as Chairman of the Board of Directors of GCI Liberty, Inc., providing continuity and experienced oversight.
• The Voting Side Letter Agreement provides a clear cap on the Malone GCI group's voting power at 49.99%, which could be viewed positively by other shareholders as it prevents absolute de jure control despite a large beneficial ownership.

Negatives

• The Voting Side Letter Agreement limits Mr. Malone's direct voting influence, capping his aggregate voting power at 49.99% despite his substantial beneficial ownership of Series B shares, which otherwise carry ten votes per share.

Risks

• Mr. Malone explicitly states that he may change his intentions regarding the Issuer at any time, including acquiring additional shares or disposing of all or a portion of his holdings, based on various factors such as business prospects, market conditions, and personal financial considerations.
• The Voting Side Letter Agreement has specific termination conditions, including the termination of a merger agreement between Liberty Broadband and Charter Communications, or regulatory approvals, which could alter the voting power dynamics if triggered.

Future Outlook

John C. Malone holds the acquired shares for investment purposes and currently has no present plans for extraordinary corporate transactions, changes in management or board composition, or material changes to the Issuer's capitalization or business structure. However, he explicitly states that he may change his intentions at any time in the future, considering factors such as the Issuer's business and prospects, other developments, business opportunities, tax and estate planning, liquidity needs, and general economic and stock market conditions.

Management Comments

• John C. Malone is Chairman of the Board of Directors of GCI Liberty, Inc.
• Mr. Malone regularly engages in discussions with Issuer management, board members, and stockholders, which may relate to management, governance, board composition, operations, financial condition, or strategic transactions.

Industry Context

This filing primarily details a change in corporate structure and beneficial ownership following a spin-off, rather than reflecting broader industry trends. It solidifies the ownership and control structure of GCI Liberty, Inc. as an independent entity post-separation from Liberty Broadband Corporation.

Corporate Governance

Related Party Transactions

• John C. Malone's beneficial ownership includes shares held in the LM Revocable Trust (where he and his wife are trustees), a CRT (where he is sole trustee), and two other Trusts (beneficiaries are his adult children), all of which are considered related parties.
• The Voting Side Letter Agreement was entered into by the Issuer and the 'Malone GCI group,' which includes John C. Malone and several related trusts and foundations.

Stakeholder Impact

• Shareholders: Provides clarity on the significant beneficial ownership and voting power structure of GCI Liberty, Inc. post-spin-off, including the agreed-upon cap on the Malone GCI group's voting influence.
• Management: John C. Malone's continued role as Chairman of the Board signifies stable leadership and strategic direction from a key figure.

Next Steps

• Mr. Malone may, at his discretion, acquire additional shares or dispose of existing holdings based on market conditions, business prospects, and personal financial considerations.

Key Dates

Keywords

GCI Liberty, John C. Malone, Schedule 13D, Beneficial Ownership, Spin-off, Liberty Broadband, Series B Common Stock, Corporate Governance, Voting Power, SEC Filing