Business Context and Reporting Period
This Form 8-K is filed by GCI Liberty, Inc. (referred to in metadata as Liberty Capital Corp) on February 13, 2026. The registrant is a Nevada corporation and an emerging growth company. The report addresses a temporary suspension of trading under the company's employee benefit plans.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on administrative actions regarding the GCI 401(k) Plan.
Material Changes
The primary material event is the removal of the Company's Series C GCI Group common stock as an investment option under the GCI 401(k) Plan. This action necessitates the liquidation of the stock held in the plan's stock fund. Consequently, a blackout period is being imposed to effect this liquidation.
Outlook, Risks, and Management Commentary
- Blackout Period: Trading and account activities for the GCI Group common stock fund are suspended. The blackout is expected to begin at 4:00 p.m. ET on March 16, 2026, and end on or about March 20, 2026.
- Liquidation Timeline: The liquidation of the stock is anticipated to occur in the first quarter of 2026, subject to administrative procedures.
- Executive Trading Restrictions: In compliance with Section 306 of the Sarbanes-Oxley Act and Rule 104 of Regulation BTR, directors and executive officers have been notified of trading prohibitions regarding Series A, Series B, and Series C common stock during the blackout period.
- Risks: The filing notes that the liquidation may be delayed, which could alter the anticipated blackout dates. The company commits to providing notice of any such changes.
Investor Verification Checklist
- Verify the exact start and end dates of the blackout period (currently estimated March 16–20, 2026) for any potential delays.
- Confirm the status of the Series C GCI Group common stock removal from the 401(k) plan investment options.
- Review the attached Exhibit 99.1 for the specific notice sent to directors and executive officers regarding trading prohibitions.
- Monitor for subsequent filings if the liquidation timeline is extended beyond the first quarter of 2026.