GCI Liberty, Inc.

As filed with the Securities and Exchange Commission on November 5, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GCI Liberty, Inc.

(Exact name of registrant as specified in its charter)

12300 Liberty Blvd.

Englewood, Colorado 80112

(720) 875-5900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Renee L. Wilm

Chief Legal Officer & Chief Administrative Officer

GCI Liberty, Inc.

12300 Liberty Boulevard

Englewood, Colorado 80112

(720) 875-5900

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copy to:

C. Brophy Christensen

Jeeho M. Lee

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

** San Francisco, California 94111**

(415) 984-8700

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act.☒

This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

The information in this prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED November 5, 2025

PROSPECTUS

Series C GCI Group Common Stock, par value $0.01 per share

Subscription Rights to Purchase up to Shares of

Series C GCI Group Common Stock at $ per Share*

GCI Liberty, Inc., a Nevada corporation (the “Company,” “GCI Liberty,” “we,” “us” or “our”), consists of 100% of the outstanding equity interests in GCI, LLC, GCI Holdings, LLC and their subsidiaries. The Company is primarily engaged in providing a full range of data, wireless, video, voice, and managed services to residential customers, businesses, governmental entities and educational and medical institutions primarily in Alaska under the GCI brand. We are distributing (the “rights distribution”) to holders of our Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock of a subscription right (a “Series C GCI Group Right” or a “right”) to purchase one share of our Series C GCI Group common stock for each share of our Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock (the “rights offering”) held as of 5:00 p.m., New York City time, on November 24, 2025 (the “rights distribution record date”). The intended aggregate size of the rights offering is $300,000,000.**

If all conditions to the rights distribution are satisfied, at 5:00 p.m., New York City Time, on November 25, 2025 (the “rights distribution date”):

The total number of Series C GCI Group Rights to be issued to you will be rounded up to the nearest whole number and the subscription agent will instruct, or will instruct DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of GLIBA, GLIBB and/or GLIBK for the account of others to effect such rounding with respect to each beneficial stockholder.

The maximum number of Series C GCI Group Rights to be issued in the rights distribution pursuant to which our rightsholders may acquire an equivalent number of shares of our Series C GCI Group common stock is .*

The rights offering will commence on November 26, 2025. In the rights offering, each Series C GCI Group Right will entitle the holder to a basic subscription privilege and an oversubscription privilege. Under the basic subscription privilege, each whole Series C GCI Group Right entitles its holder to purchase one share of our Series C GCI Group common stock at a subscription price of $ , which will be a price equal to 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 (such price, the “subscription price,” and such trading day period, the “subscription price determination period”). Under the oversubscription privilege, each rightsholder which exercises its basic subscription privilege, in full, will have the right to subscribe, at the subscription price, for up to that number of shares of our Series C GCI Group common stock which are not purchased by rightsholders under their basic subscription privilege. If a rightsholder delivers an oversubscription request for shares of our Series C GCI Group common stock and we receive oversubscription requests for more shares of our Series C GCI Group common stock than we have available for oversubscription, the rightsholder will receive its pro rata portion of the available shares of our Series C GCI Group common stock based on the number of shares it purchased under its basic subscription privilege or, if less, the number of shares for which it oversubscribed.

All exercises of Series C GCI Group Rights are irrevocable even if our board of directors determines, in its sole discretion, to extend the expiration time. The rights offering will expire at 5:00 p.m., New York City time, on December 17, 2025, unless we extend it, with the length of such extension to be determined by our board of directors in its sole discretion. However, we may not extend the expiration time of the rights offering for more than 25 trading days past the original fourteen trading day subscription period.

You are responsible for the method of delivery of rights certificates, any necessary accompanying documents and payment of the subscription price to the subscription agent. If you send the rights certificates and other items by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. There may be unexpected delays in mail processing times. If you intend on making your cash payment of the subscription price by uncertified check, you should ensure that the subscription agent receives the appropriate materials at least five business days prior to the expiration of the rights offering.

No vote of GCI Liberty’s stockholders is required or is being sought to authorize or effectuate the rights offering. No action is required of you to receive your Series C GCI Group Rights.

We have been informed by John C. Malone, the Chairman of our board of directors, that he intends to exercise in full his basic subscription privileges in the rights offering, he may acquire Series C GCI Group Rights in the open market, and he intends to exercise in full his oversubscription privileges, subject to applicable proration requirements**. However, neither we nor our board of directors has made any recommendation as to whether you should exercise or transfer your rights. You should decide whether to transfer your rights, subscribe for shares of our Series C GCI Group common stock, or simply take no action with respect to your rights based on your own assessment of your best interests.**

Our Series A GCI Group common stock and Series C GCI Group common stock trade on the Nasdaq Global Select Market under the symbols “GLIBA” and “GLIBK,” respectively. Our Series B GCI Group common stock is quoted on The OTC Markets under the symbol “GLIBB.” We expect to list the Series C GCI Group Rights on the Nasdaq Global Select Market on November 26, 2025 (the first trading day following the rights distribution date and the commencement date for the rights offering) under the symbol “GLIBR.”

In reviewing this prospectus, you should carefully consider the matters described in the section titled“Risk Factors”** beginning on page13 of this prospectus.**

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The date of this prospectus is , 2025