GLIBA 10-K & 10-Q changes, risk factors and insider trading

For additional risk factors, please see Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025. These forward-looking statements and such risks, uncertainties and other factors speak I-16 only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

Liberty Capital Corporation (f/k/a GCI Liberty, Inc. prior to a name change on May 21, 2026) (“GCILiberty LibertyCapital”) consists of 100% of the outstanding equity interests in GCI, LLC, GCI Holdings, LLC (“GCI Holdings” or “GCI”) and their subsidiaries (collectively, the “GCI Business”), and was formerly owned by Liberty Broadband, prior to the Separation (defined below).

GCILiberty LibertyCapital was formed in Nevada in December 2024 for the purpose of ultimately holding the GCI Business. On July 14, 2025, Liberty Broadband and its subsidiaries completed an internal reorganization in order for Liberty Broadband to transfer the GCI Business to GCILiberty LibertyCapital in exchange for GCILiberty LibertyCapital stock, including 10,000 shares of GCILiberty LibertyCapital non-voting preferred stock, and the assumption of liabilities related to the GCI Business by GCILiberty Liberty.Capital. The internal reorganization resulted in GCILiberty LibertyCapital owning, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business. Following the internal reorganization, Liberty Broadband sold all of the non-voting preferred stock (the “Preferred Stock Sale”) to third parties. The non-voting preferred stock is issued by GCILiberty Liberty, andCapital, has a 12% dividend rate and $1,000 per share liquidation price plus accrued and unpaid dividends. The mandatory redemption date is July 14, 2032. Following the Preferred Stock Sale, GCILiberty LibertyCapital effected a reclassification of GCILiberty Liberty’sCapital’s existing common stock into a sufficient number of shares of Liberty Capital Series A GCI Group common stock (“GLIBA”), Liberty Capital Series B GCI Group common stock (“GLIBB”) and Liberty Capital Series C GCI Group common stock (“GLIBK”) to complete the divestiture of GCILiberty LibertyCapital pursuant to the distribution (the “Distribution”) by Liberty Broadband to the holders of record of Liberty Broadband common stock, as of the record date for the Distribution, of all the shares of Liberty Capital GCI Group common stock held by Liberty Broadband immediately prior to the Distribution. The internal reorganization, the Preferred Stock Sale, the reclassification and the Distribution are collectively referred to as the “Separation.”

In connection with the Separation, the Company entered into certain agreements, including a separation and distribution agreement, a tax sharing agreement (the “Tax Sharing Agreement”) and a tax receivables agreement (the “Tax Receivables Agreement”), pursuant to which, among other things, GCILiberty LibertyCapital and Liberty Broadband will indemnify each other against certain losses that may arise. The Tax Sharing Agreement governs the allocation of taxes, tax benefits, tax items and tax-related losses between Liberty Broadband and GCILiberty Liberty,Capital, and the Tax Receivables Agreement governs the respective rights and obligations of Liberty Broadband and GCILiberty LibertyCapital with respect to certain tax matters. In addition, the Company entered into certain agreements, including a services agreement (the “Services Agreement”), a facilities sharing agreement and an aircraft time sharing agreement, with Liberty Media and/or its subsidiaries. Pursuant to the Services Agreement, Liberty Media provides GCILiberty LibertyCapital with public company support services, including legal, tax, accounting, treasury, information technology, cybersecurity, internal audit and investor relations services. GCILiberty LibertyCapital reimburses Liberty Media for all out-of-pocket expenses incurred by Liberty Media in providing the services and pays a services fee that is subject to review and evaluation for reasonableness on a quarterly basis.

GCI Holdings offers wireless and wireline telecommunication services, data services, and managed services to customers primarily throughout Alaska. Because of this geographic concentration, growth of GCI Holdings’ business and operations depends upon economic conditions in Alaska. Unfavorable economic conditions, such as a recession or economic slowdown in the U.S., or inflation in the markets in which GCI operates, could negatively affect the affordability of and demand for GCI’s products and services and its cost of doing business. In recent years, varying factors, including the conflict in Iran, have contributed to significant volatility and disruption of financial markets and global supply chains. After several years of higher interest rates, the U.S. Federal Reserve decreased interest rates in 2024 and the latter half of 2025, with no additional decreases thus far in 2026. Mounting inflationary cost pressures and recessionary fears have negatively impacted the U.S. and global economy. Increased equipment costs, for example due to increased tariffs, could also impact GCI’s results.

Legal Challenges to the Constitutionality of the FCC Universal Service Support Programs. There have been a number of legal challenges to the constitutionality of the USF. The U.S. Courts of Appeals for the Sixth and Eleventh Circuits rejected such challenges in 2023, as did a panel of three judges in the Fifth Circuit. However, on July 24, 2024, the U.S. Court of Appeals for the Fifth Circuit sitting en banc ruled that the USF program was unconstitutional as currently administered, and remanded the case to the FCC. In its decision, the en banc Fifth Circuit concluded that there was an impermissible public delegation of legislative authority to the FCC and an impermissible private delegation of authority from the FCC to the Universal Service Administrative Company (“USAC”), the private company responsible for USF administration. The Supreme Court issued a decision on June 27, 2025, reversing the Fifth Circuit and upholding the constitutionality of the USF contribution factor. There is continuing litigation, as petitioners have filed a new Petition for I-18 Review in the Fifth Circuit, on October 1, 2025, to challenge two statutory provisions that the Supreme Court did not have occasion to address, and pursuant to which GCI or its customers receive universal service support, as well as to challenge I-19 the legality of the USAC, which administers that program for the FCC. Oral argument is scheduled in the case for August 5, 2026.

USF ProgramPrograms

Quintillion AcquisitionAcquisitions

On April 21, 2026, GCI Holdings agreed pursuant to a securities purchase agreement (the “Purchase Agreement”), subject to receipt of regulatory approval and satisfaction of customary closing conditions, to acquire all of the issued and outstanding equity interests in Q Gateway Intermediate Holdings, LLC, a Delaware limited liability company (“Quintillion”), in exchange for consideration of $310 million in cash subject to certain adjustments (including working capital, cash, indebtedness and transaction expenses), reimbursement of up to $50 million for certain capital expenditures incurred by Quintillion, and potential earn-out payments in 2028, 2029 and 2031. The acquisition is currently expected to close during the fourth quarter of 2026.

Concurrent with the entry into the Purchase Agreement, GCI, LLC, as lender, entered into a Term Loan Credit Agreement with the seller in the acquisition, as borrower, providing, subject to the satisfaction of certain condition precedents,providing for a term loan in an initial principal amount of $160 million. The term loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin of 8.50% (with, subject to certain conditions, up to SOFR plus 2.00% payable in cash and the remainder paid-in-kind). Upon the closing of the acquisition, the outstanding amounts under the term loan will automatically be deemed paid in full and credited toward the purchase price; if the acquisition does not close, the term loan will mature on April 21, 2031.

As of April 22, 2026, GCILiberty LibertyCapital has received all required regulatory approvals, including from the FCC, allowing its Chairman of the Board of Directors, Dr. John C. Malone, to hold de jure voting control of GCILiberty LibertyCapital and its subsidiaries. As a result, the existing letter agreement, dated December 31, 2024, that limited Dr. Malone’s voting power to below 50% has terminated by its terms, and Dr. Malone may now vote his equity ownership in full, which represents an approximate 53.7% voting interest based on outstanding shares as of March 23, 2026.2026, the most recent record date applicable to a vote of Liberty Capital shareholders.

On April 16, 2026, GCILiberty LibertyCapital completed the purchase of approximately 61 thousand Class A Common Shares (“LILA”) and approximately 12.3 million Class C Common Shares (“LILAK”), in each case, of Liberty Latin America Ltd. (“LLA”) for approximately $107 million in cash. On May 22, 2026, the Company’s Chairman purchased the LLA shares back from the Company at its cost of $8.63 per share for aggregate cash of $107 million.

General. Provided in the tables below is information regarding the historical consolidated operating results and other income and expense of GCILiberty Liberty.Capital.

Revenue. Consolidated revenue remained flat and decreased $10 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025. The following table highlights selected key performance indicators used in evaluating the Company’s business.

1 A cable modembroadband subscriber is defined by the purchase of cablehigh modemspeed servicedata regardless of the level of service purchased.service. If one entity purchases multiple cable modembroadband service access points, each access point is counted as a subscriber. Small-to-Medium Business customers, promotional cable modembroadband access points and customers that have been inactive for 60 days or less are included.

Consumer data revenue remained flat and decreased $2 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025,2025. The decrease for the six months ended June 30, 2026 was driven by a decrease in the number of subscribers.subscribers, not including the subscribers acquired in the SwS acquisition. Without the SwS subscribers, consumer data subscribers were down 2.5% compared to the same period in the prior year.

Consumer wireless revenue increased $2$1 million and $3 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025, driven by an increase in the number of subscribers.

Consumer other revenue decreased $6$3 million and $9 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025. Consumer other revenue consists of consumer voice revenue, other revenue and up until the third quarter of 2025, video revenue, and other revenue. The decrease was primarily due to no video revenue being recorded during the quarterthree and six months ended MarchJune 31,30, 2026 as a result of the discontinuation of video services in the prior year.

Business data revenue increased $2 million and decreased $4$2 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increase for the three months ended MarchJune 31,30, 2026,2026 aswas comparedprimarily due to theservice sameupgrades periodwith inexisting 2025.healthcare and education customers. The threedecrease for the six months ended MarchJune 31,30, 2026 was primarily due to one-time revenue that occurred during the six months ended June 30, 2025 benefited fromof approximately $4 million of revenue relatingrelated to the successful appeal of rates for services provided to certain healthcare customers in prior years. This decrease was offset by an increase due to service upgrades with existing healthcare and education customers.

Business wireless revenue remained flat for both the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025.

Business other revenue remained flat for both the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025.

ConsolidatedDepreciation Adjustedand OIBDAamortization decreasedincreased $20$4 million duringand $3 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same period in 2025, primarily due to thean itemsincrease discussedin above.assets placed in service.

Interest Expense. Interest expense remained flat and decreased $2 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025,2025. The decrease for the six months ended June 30, 2026 was primarily due to lower amounts outstanding during the majority of the six months ended June 30, 2026 and lower interest rates on the Company’s Senior Credit Facility (as defined in note 5 to the accompanying condensed consolidated financial statements) compared to the prior year.

Other, net. Other, net income increased $3$4 million and $7 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025, primarily related to interest and dividend income related to the Company’s cash equivalents which were higher in the first quarterhalf of 2026 compared to the prior year as a result of the rights offering (as defined and described in note 1 to the accompanying condensed consolidated financial statements).

For both the three and six months ended MarchJune 31,30, 2026,2026 and 2025, the income tax expense was in excess of the U.S. statutory tax rate of 21% primarily due to state income taxes and nondeductible executive compensation. For the three months ended March 31, 2025, the income tax expense was in excess of the U.S. statutory rate of 21% primarily due to state income taxes.

Net earnings (loss). The Company had net earnings of $18$16 million and $35$27 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and net earnings of $34 million and $62 million for the six months ended June 30, 2026 and 2025, respectively. The change in net earnings (loss) was the result of the above-described fluctuations in our revenue, expenses, and other income and expenses.

As of MarchJune 31,30, 2026, GCILiberty LibertyCapital had a cash and cash equivalents balance of $435$497 million, which was substantially held in cash equivalents. When applicable, cash equivalents are invested in U.S. Treasury securities, other I-23 government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

The decrease in cash provided by operating activities during the threesix months ended MarchJune 31,30, 2026, as compared to the same period in 2025, was primarily driven by decreased net earnings and timing differences in working capital accounts.

During the threesix months ended MarchJune 31,30, 2026 and 2025,2026, net cash flows used in investing activities were primarily related to a loan to Quintillion of $160 million and capital expenditures, net of grant proceeds of $55$125 millionmillion. andDuring $49the million,six respectively.months ended June 30, 2025, net cash flows used in investing activities were primarily relate to capital expenditures, net of grant proceeds of $100 million.

The projected uses of our cash and restricted cash are debt repayments, net capital expenditures of approximately $235$165 million, approximately $45$30 million for interest payments on outstanding debt, reimbursements to Liberty Media for amounts due under various agreements and to fund investment opportunities at GCI Liberty (includingCapital, thefunding LLAof investmentspossible discussedfuture above),dividends, and acquisitions (including the Quintillion acquisition discussed above). We expect cash and other available sources of liquidity as discussed above to cover expenses for the foreseeable future.

GCI, LLC is in compliance with all debt maintenance covenants as of MarchJune 31,30, 2026. See note 5 to the accompanying condensed consolidated financial statements for a description of all indebtedness obligations.