GCI Liberty, Inc.

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We are asking our stockholders to adopt a new article to our charter waiving jury trials for internal actions (as defined in Nevada Revised Statutes (NRS) 78.046) (the articles amendment proposal).

In light of recent amendments to the NRS and after careful consideration, the Board has determined it would be in the best interests of GCI Liberty and our stockholders to adopt a new article to our charter to waive jury trials for internal actions in conformity with such recent NRS amendments pursuant to a certificate of amendment (the Articles Amendment) to be filed in the office of the Nevada Secretary of State. The Board has unanimously approved, adopted and declared the Articles Amendment to be advisable and in the best interests of GCI Liberty and our stockholders. The Board has also directed that adoption and approval of the Articles Amendment be submitted to our stockholders for their consideration at the 2026 annual meeting of stockholders, and has unanimously recommended that our stockholders approve the Articles Amendment by voting in favor of the articles amendment proposal. The text of the Articles Amendment is attached hereto as Annex A, which you should read in its entirety.

REASONS AND BACKGROUND FOR THE ARTICLES AMENDMENT

Effective May 30, 2025, the NRS was amended to permit corporations to include in their articles of incorporation a waiver of jury trials that includes a requirement that certain actions must be tried before the presiding judge as a trier of fact. The proposed change to our charter set forth in the Articles Amendment will allow trials for internal actions to be expedited without the need for jury selection, instructions and deliberation or the additional time needed to explain complex corporate concepts to individuals with only a lay understanding.

If the articles amendment proposal is approved by our stockholders, a new paragraph 4 to Article XII will be added to our charter to provide that to the fullest extent not inconsistent with any applicable U.S. federal laws, any and all “internal actions” (as defined in NRS 78.046) must be tried in a court of competent jurisdiction before the presiding judge as a trier of fact and not before a jury. As provided in the recent NRS amendments, this provision of the Articles Amendment will operate as a waiver of the right to trial by jury by each party to any such internal action.

EFFECTIVENESS OF ARTICLES AMENDMENT

If the Articles Amendment is approved by our stockholders at the 2026 annual meeting, the Articles Amendment set forth in Annex A would become effective upon the filing and effectiveness of a certificate of amendment in the office of the Nevada Secretary of State setting forth the Articles Amendment. We intend to file a certificate of amendment in the office of the Nevada Secretary of State as soon as practicable if the Articles Amendment is adopted and approved by our stockholders. The Board, however, retains the discretion to abandon the Articles Amendment and choose not to implement the Articles Amendment at any time prior to its effectiveness, notwithstanding approval of the articles amendment proposal by our stockholders. If the articles amendment proposal is not approved, our charter will remain unchanged.

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The affirmative vote of at least a majority of the voting power of the outstanding shares of our voting stock, voting together as a single class, is required to approve the articles amendment proposal.