SCHEDULE: John C. Malone Discloses Significant Stake in GCI Liberty Post-Spin-Off, Details Voting Agreement

John C. Malone, Chairman of GCI Liberty, Inc., has disclosed a 6.8% beneficial ownership in the company's Series A Common Stock following its spin-off from Liberty Broadband, alongside a voting agreement limiting his aggregate voting power to 49.99%.

Summary

• John C. Malone beneficially owns 248,233 shares of GCI Liberty, Inc.'s Series A GCI Group Common Stock, representing approximately 6.8% of the outstanding Series A shares.
• The shares were acquired through the spin-off of GCI Liberty, Inc. from Liberty Broadband Corporation, completed on July 14, 2025.
• As part of the spin-off, Liberty Broadband distributed 0.20 shares of GCI Liberty's Series A Common Stock for every share of Liberty Broadband Series A Common Stock held on June 30, 2025.
• Mr. Malone also beneficially owns 376,534 shares of Series B GCI Group Common Stock, which are convertible into Series A Common Stock on a one-for-one basis.
• Each Series A share carries one vote, while each Series B share carries ten votes.
• Without considering the Voting Side Letter Agreement, Mr. Malone's combined Series A and Series B holdings would represent 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 various family trusts/foundations) to the lesser of 49.99% of the Issuer's aggregate voting power or their aggregate voting power in Liberty Broadband prior to June 30, 2025.
• The purpose of holding these shares is for investment, with no present plans for extraordinary corporate transactions, changes in management, capitalization, or dividend policy.

Sentiment

Score: 6

Explanation: The document is primarily a factual disclosure of ownership post-spin-off. The establishment of GCI Liberty as an independent entity is generally positive for clarity, while the voting limitation introduces a neutral to slightly negative aspect regarding control, balancing the overall sentiment to moderately positive.

Positives

• The spin-off establishes GCI Liberty, Inc. as an independent, publicly traded company, potentially offering clearer valuation and strategic focus.
• John C. Malone, a prominent industry figure, maintains a significant ownership stake and serves as Chairman, indicating continued strategic involvement and oversight.

Negatives

• The Voting Side Letter Agreement limits the aggregate voting power of the Malone GCI group to 49.99%, which could be perceived as a constraint on the influence of the largest shareholder group despite their substantial economic interest.

Risks

• The Voting Side Letter Agreement's termination is contingent on several factors, including the completion or termination of a merger agreement between Liberty Broadband and Charter Communications, Inc., and regulatory approvals, which introduces uncertainty regarding the long-term voting structure.
• Future changes in Mr. Malone's intentions regarding share acquisition or disposition could impact the company's stock price, influenced by factors such as business prospects, economic conditions, and tax planning.

Future Outlook

John C. Malone holds the acquired shares for investment purposes and, as Chairman, regularly engages in discussions concerning GCI Liberty's management, governance, operations, financial condition, and strategic transactions. While no present plans for extraordinary corporate actions or changes are in place, Mr. Malone may elect to acquire additional shares or dispose of existing holdings in the future, based on factors such as the company's prospects, market conditions, and personal financial considerations.

Management Comments

• John C. Malone is Chairman of the Board of Directors of GCI Liberty, Inc. and regularly engages in discussions with management, board members, and stockholders regarding the company's operations, financial condition, and strategic direction.

Industry Context

This filing marks the formal disclosure of a significant ownership stake in GCI Liberty, Inc. following its spin-off from Liberty Broadband Corporation. The spin-off creates an independent entity focused on its specific business, which is common in the telecommunications and media sectors to unlock shareholder value and provide clearer operational focus. The continued involvement of John C. Malone, a highly influential figure in the cable and media industries, suggests a strategic long-term interest in the company's trajectory within its competitive landscape.

Corporate Governance

Related Party Transactions

• The Voting Side Letter Agreement involves John C. Malone and various related entities, including The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust, the John C. Malone June 2003 Charitable Unitrust, the Tracy M. Amonette Trust A, the Evan D. Malone Trust A, and the Malone Family Land Preservation Foundation (collectively, the 'Malone GCI group').
• John C. Malone disclaims beneficial ownership of 5,088 shares of Series A Common Stock held in the LM Revocable Trust, where he and his wife are trustees.
• John C. Malone disclaims beneficial ownership of 12,500 shares of Series A Common Stock held by the Malone Family Land Preservation Foundation.

Stakeholder Impact

• Shareholders: The spin-off creates a new, independent publicly traded company, potentially offering clearer investment opportunities. The voting agreement limits the control of the largest shareholder group, which could be viewed positively by minority shareholders seeking broader influence.
• Management: John C. Malone's continued role as Chairman and his significant stake suggest stability and strategic guidance from a highly experienced industry leader.

Next Steps

• The Voting Side Letter Agreement will terminate upon the earliest of specific conditions, including the termination of the Liberty Broadband/Charter Communications merger agreement, Liberty Broadband's determination that the distribution is not achievable, regulatory approvals for de jure control transfer to the Malone GCI group, or mutual written agreement to terminate.

Key Dates

Keywords

GCI Liberty Inc., John C. Malone, SEC Filing, Schedule 13D, Beneficial Ownership, Spin-off, Liberty Broadband Corporation, Series A Common Stock, Series B Common Stock, Voting Side Letter Agreement, Corporate Governance, Shareholder Stake, Investment