GCI Liberty, Inc.
For the period ended May 11, 2026. Filed May 13, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
May 11, 2026 · Filed May 13, 2026
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Contents
Filing of Articles Amendment
On May 12, 2025, the Company filed a certificate of amendment (the “Articles Amendment”) to its Articles with the office of the Nevada Secretary of State to add a new paragraph 4 to Article XII of the Articles to provide that to the fullest extent not inconsistent with any applicable U.S. federal laws, any and all “internal actions” (as defined in Nevada Revised Statutes 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. The Articles Amendment was approved by the Company’s stockholders at the Annual Meeting and became 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.
The section of the Company’s definitive proxy statement relating to the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026, entitled “Proposal 5—The Articles Amendment Proposal” is incorporated herein by reference. Such section is qualified in its entirety by reference to the full text of the Articles Amendment, which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On May 11, 2026, the Company announced that, following unexpected obstacles to completing a larger, more strategic transaction relating to Liberty Latin America Ltd. (“LLA”), Chairman of the Board, Dr. John C. Malone has determined to terminate discussions with the Company regarding any further acquisitions of his LLA interests and has offered to acquire the Company’s 6% equity interest in LLA at the same price paid by the Company last month. The Board of Directors has accepted this offer.
This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
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