DEF 14A of Liberty Capital Corp/NV, Mar 26, 2026

DEF 14A of Liberty Capital Corp/NV

Filed Mar 26, 2026 · FY20250001104659-26-035183

Open on EDGAR

  1. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  2. OUR DIRECTOR NOMINEES

    | | RICHARD R. GREEN | | | | Director Since: 2025 Independent Director | Committee(s): Nominating and Corporate Governance (Chair); Audit; Compensation | | | Dr. Green brings to the Board his extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services, which contributes to our company’s evaluation of technological initiatives and challenges and strengthens the Board’s collective qualifications, skills and attributes. | |

  3. OUR DIRECTOR NOMINEES

    | | JEDD GOULD | | | | Director Since: 2025 Independent Director | Committee(s): Audit | | | Mr. Gould brings to the board in-depth knowledge relating to the intersection of media and advertising, as well as familiarity with local Alaska media, which broadens the Board’s qualifications and skills. | |

  4. BOARD OF DIRECTORS OVERVIEW

    BOARD OF DIRECTORS OVERVIEW We are asking our stockholders to elect Richard R. Green and Jedd Gould to continue serving as Class I members of our Board until the 2029 annual meeting of stockholders or their earlier resignation or removal. Our Board of Directors currently consists of six directors, divided among three classes. Our Class I directors, whose term will expire at the annual meeting, are Richard R. Green and Jedd Gould. These directors are nominated for election to our Board to continue to serve as Class I directors, and we have been informed that each of Dr. Green and Mr. Gould is willing to continue serving as a director of our company. The term of the Class I directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year 2029. Our Class Il directors, whose term will expire at the annual meeting of our stockholders in the year 2027, are Larry E. Romrell and Brian M. Deevy. Our Class IIl directors, whose term will expire at the annual meeting of our stockholders in the year 2028, are Ronald A. Duncan and John C. Malone. Dr. Green joined our Board in connection with the GCI Liberty Spin-Off. Mr. Gould was appointed to our Board based on the recommendation of the nominating and corporate governance committee in November 2025. Each of Dr. Green and Mr. Gould will be standing for election by our stockholders for the first time at the annual meeting. If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board of Directors. The following lists the two nominees for election as directors at the annual meeting and the four directors of our company whose term of office will continue after the annual meeting, and includes as to each person how long such person has been a director of our company, such person’s professional background, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our Board of Directors. For additional information on our Board’s evaluation of director candidates or incumbent directors seeking re-election, see “Corporate Governance—Board Criteria and Director Candidates.” The number of shares of our capital stock beneficially owned by each director is set forth in this proxy statement under the caption “Security Ownership of Certain Beneficial Owners and Management.” The members of the nominating and corporate governance committee have determined that Dr. Green and Mr. Gould, who are nominated for election at the annual meeting, continue to be qualified to serve as directors of our company and such nominations were approved by the entire Board of Directors.

  5. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS

  6. NOMINEES FOR ELECTION AS DIRECTORS

    | | Richard R. Green | Director Since: July 2025 Age: 88 Committees: Nominating and Corporate Governance (Chair); Audit; Compensation Independent Director |

  7. NOMINEES FOR ELECTION AS DIRECTORS

    Dr. Green brings to the Board his extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services, which contributes to our company’s evaluation of technological initiatives and challenges and strengthens the Board’s collective qualifications, skills and attributes.

  8. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • President and Chief Executive Officer of CableLabs®, the cable industry’s research and development consortium, for over 20 years, before retiring in December 2009 • Senior Vice President at PBS, a public broadcaster and free-to-air television network, from 1984 to 1988 and a director of CBS’s Advanced Television Technology Laboratory, a non-profit consortium that develops technology and standards to enable growth and trust in the digital media industry, from 1980 to 1983 • Director of Jones/NCTI Inc., a Jones Knowledge Company, a workforce performance solutions company for individuals and broadband companies | Public Company Directorships: • Liberty Broadband (November 2014 – present) Non-Liberty Public Company Directorships: • LGL and its predecessors (December 2008 – present) Former Public Company Directorships: • Old GCI Liberty (March 2018 – December 2020) • Shaw Communications, Inc. (2010 – May 2023) |

  9. NOMINEES FOR ELECTION AS DIRECTORS

    | | Jedd Gould | Director Since: November 2025 Age: 58 Committees: Audit Independent Director |

  10. NOMINEES FOR ELECTION AS DIRECTORS

    Mr. Gould brings to the board in-depth knowledge relating to the intersection of media and advertising, as well as familiarity with local Alaska media, which broadens the Board’s qualifications and skills.

  11. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • Co-founder of Mediabids and has served as its Chief Executive Officer since its founding in 1999 • Director of The Baltimore Banner and Venetoulis Institute for Local Journalism, a non-profit organization committed to bringing high-quality local journalism to Baltimore and central Maryland through its operation of The Baltimore Banner since 2021 • President of the board of directors of KRBD Public Radio, a community radio station for southern southeast Alaska since 2024 | Public Company Directorships: None Former Public Company Directorships: None |

  12. DIRECTORS WHOSE TERM EXPIRES IN 2027

    DIRECTORS WHOSE TERM EXPIRES IN 2027

  13. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Brian M. Deevy | Director Since: July 2025 Age: 70 Committees: Audit (Chair); Compensation; Nominating and Corporate Governance Independent Director |

  14. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Mr. Deevy brings to our Board in-depth knowledge of the communications, media and entertainment industries. He has an extensive background in mergers and acquisitions, investment banking and capital formation and provides strategic insights with respect to our company’s activities in these areas.

  15. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Head of RBC CME Group until June 2015 • Responsible for strategic development of the RBC CME Group’s business (including mergers & acquisitions, private equity and debt capital formation and financial advisory engagements) • Chairman and Chief Executive Officer of Daniels & Associates, L.P. (investment banking firm that provided financial advisory services to the communications industry until it was acquired by RBC in 2007) • Prior to joining Daniels & Associates, RBC Daniels L.P.’s predecessor, was with Continental Illinois National Bank • Director of the Daniels Fund since 2003 • Director of the U.S. Olympic and Paralympic Foundation from 2016 to 2024 | Public Company Directorships: • Liberty Media (June 2015 – present) Non-Liberty Public Company Directorships: • Atlanta Braves Holdings (July 2023 – present) Former Public Company Directorships: • Trine II Acquisition Corp. (November 2021 – May 2023) • Ascent Capital Group, Inc. (November 2013 – May 2016) • Ticketmaster Entertainment, Inc. (August 2008 – January 2010) |

  16. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Larry E. Romrell | Director Since: July 2025 Age: 86 Committees: Compensation (Chair); Audit; Nominating and Corporate Governance Independent Director |

  17. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our Board and is an important resource with respect to the management and operations of companies in the media and telecommunications sector.

  18. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Held numerous executive positions with TCI from 1991 to 1999 • Previously held various executive positions with Westmarc Communications, Inc., a subsidiary of TCI engaged in the cable television and common carrier microwave communications businesses | Public Company Directorships: • Liberty Media (September 2011 – present) Non-Liberty Public Company Directorships: • LGL (July 2013 – present) Former Public Company Directorships: • QVC Group (March 1999 – September 2011; December 2011 – June 2025) • Liberty TripAdvisor (August 2014 – April 2025) • LGI (June 2005 – June 2013) • LMI (May 2004 – June 2005) |

  19. DIRECTORS WHOSE TERM EXPIRES IN 2028

    DIRECTORS WHOSE TERM EXPIRES IN 2028

  20. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | | Ronald A. Duncan | Director Since: July 2025 Age: 73 Committees: Executive |

  21. DIRECTORS WHOSE TERM EXPIRES IN 2028

    Mr. Duncan’s decades-long leadership of Old GCI Liberty and its predecessor provides GCI Liberty with important telecommunications industry and regional expertise.

  22. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | Professional Background: • President and Chief Executive Officer of our company since July 2025 • Chief Executive Officer of GCI since March 2018 • Co-founder of Old GCI Liberty’s predecessor, General Communication, Inc., an Alaska corporation, and served as Chief Executive Officer from 1988 to March 2018 and President from January 1988 to August 2017 • Director of the National Business Aviation Association since March 2026 • Director of the National Cable Television Association since 2001 • Director of CableLabs® since 2006 | Public Company Directorships: None Former Public Company Directorships: • Old GCI Liberty (March 2018 – December 2020) • General Communication, Inc. (1978 – March 2018) |

  23. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | | John C. Malone | Chairman of the Board Director Since: July 2025 Age: 85 Committees: Executive |

  24. DIRECTORS WHOSE TERM EXPIRES IN 2028

    Mr. Malone, as President of TCI, co-founded Liberty Media’s predecessor and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.

  25. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | Professional Background: • Chairman of the Board of our company since July 2025 • Chairman of the Board of Liberty Broadband since November 2014 and served as Chief Executive Officer and President from January 2025 to July 2025 • Chairman Emeritus of Liberty Media since January 2026 and served as Chairman of the Board from August 2011 to December 2025 • Chairman of the Board of QVC Group from its inception in 1994 until March 2018 and served as QVC Group’s Chief Executive Officer from August 2005 to February 2006 • Chairman of the Board of TCI from November 1996 until March 1999, when it was acquired by AT&T Corp., and Chief Executive Officer of TCI from January 1994 to March 1997 | Public Company Directorships: • Liberty Broadband (Chairman of the Board, November 2014 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: • Liberty Media (December 2010 – December 2025; Chairman of the Board, August 2011 – December 2025) • LGL (Chairman of the Board, June 2013 – December 2025) • Warner Bros. Discovery (April 2022 – June 2025) • QVC Group (1994 – May 2025; Chairman of the Board, 1994 – March 2018) • Old GCI Liberty (Chairman of the Board, March 2018 – December 2020) • Liberty Expedia (Chairman of the Board, November 2016 – July 2019) • Liberty Latin America Ltd. (December 2017 – December 2019) • Discovery (September 2008 – April 2022) • DHC (March 2005 – September 2008; Chairman of the Board, May 2005 – September 2008) • LGI (Chairman of the Board, June 2005 – June 2013) • LMI (March 2004 – June 2005) • UnitedGlobalCom, Inc. (January 2002 – June 2005) • Lions Gate Entertainment Corp. (March 2015 – September 2018) • Charter (May 2013 – July 2018) • Expedia, Inc. (August 2005 – November 2012; December 2012 – December 2017) • Liberty TripAdvisor (August 2014 – June 2015) • Sirius XM (April 2009 – May 2013) • Ascent Capital Group, Inc. (January 2010 – September 2012) • Live Nation (January 2010 – February 2011) • DIRECTV (including predecessors) (Chairman of the Board, February 2008 – June 2010) • IAC/InterActiveCorp (May 2006 – June 2010) |

  26. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation of our nonemployee directors for 2025.

  27. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | All Other Compensation ($) | Total ($) | | Brian M. Deevy | 23,352 | 10,727 | 376,881 | — | 410,960 | | Jedd Gould(5) | 35,027 | — | 219,285 | — | 254,312 | | Richard R. Green | 28,022 | 10,065 | 364,084 | — | 402,171 | | Larry E. Romrell | 23,352 | 10,496 | 369,308 | — | 403,156 |

  28. DIRECTOR COMPENSATION TABLE

    (1) John C. Malone and Ronald A. Duncan, each of whom is a director of our company and, with respect to Mr. Duncan, a named executive officer, received no compensation for serving as directors of our company during 2025. (2) As of December 31, 2025, our directors (other than Mr. Duncan, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the below equity awards with respect to shares of our common stock.

  29. DIRECTOR COMPENSATION TABLE

    | | John C. Malone | Brian M. Deevy | Jedd Gould | Richard R. Green | Larry E. Romrell | | Options (#) | | | | | | | GLIBK | — | 36,055 | 21,985 | 34,878 | 35,331 |

  30. DIRECTOR COMPENSATION TABLE

    (3) Reflects the grant date fair value of Adjustment RSUs awarded, which has been computed based on the closing price of GLIBK shares on the grant date in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC Topic 718), but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 9 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our 2025 Form 10-K). (4) The aggregate grant date fair value of the stock option awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 9 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our 2025 Form 10-K). Mr. Gould was appointed as a director effective November 10, 2025. We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2026. Even if the selection of KPMG LLP is ratified, the audit committee of our Board of Directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, 2026. A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting and will have the opportunity to make a statement if he or she so desires.

  31. SERVICES AGREEMENT

    SERVICES AGREEMENT In connection with the GCI Liberty Spin-Off, we entered into a services agreement with Liberty Media in July 2025, pursuant to which Liberty Media provides to our company certain administrative and management services, and we pay Liberty Media a monthly management fee, the amount of which is subject to a quarterly review by our audit committee (and at least an annual review by our compensation committee). As a result, Liberty Media employees, including Mr. Wendling and Ms. Wilm, are typically not separately compensated by our company other than with respect to equity awards. For the year ended December 31, 2025, we accrued management fees payable to Liberty Media under the services agreement of $3.6 million. Mr. Duncan is not a Liberty Media employee and his compensation is paid directly by GCI Communication Corp, except for equity awards which are granted by our company.

  32. ELEMENTS OF 2025 EXECUTIVE COMPENSATION

    ELEMENTS OF 2025 EXECUTIVE COMPENSATION For 2025, the principal components of compensation for the named executive officers were: • in the case of Mr. Duncan, base salary, an annual performance-based bonus, performance-based RSUs and multi-year stock options, perquisites and other limited personal benefits; and • in the case of Mr. Wendling and Ms. Wilm, time-based RSUs.

  33. CEO PERFORMANCE-BASED BONUS

    CEO PERFORMANCE-BASED BONUS For 2025, the Liberty Broadband compensation committee adopted an annual performance-based bonus program (the 2025 bonus program) for Mr. Duncan, and our compensation committee assumed the 2025 bonus program after the GCI Liberty Spin-Off. Mr. Duncan was assigned a target bonus opportunity of $1,252,741, or $581,630 pro-rated for the period post GCI Liberty Spin-Off, with the ability to earn an above-target performance-based bonus. Our compensation committee considered five components of the 2025 bonus program, as detailed below, when determining that Mr. Duncan had earned a bonus of $1,823,379, or $846,569 pro-rated for the period after the GCI Liberty Spin-Off, for performance in 2025. • Compliance with business process controls, IT general controls, and all laws, regulations, company policies and reporting requirements • Selling, general & administrative cost control for both the current year and over a long-term period • Actual versus budgeted EBITDA results • Supported revenue results • Achievement of strategic objectives

  34. EQUITY INCENTIVE COMPENSATION

    EQUITY INCENTIVE COMPENSATION

  35. Equity Awards Outstanding at Time of the GCI Liberty Spin-Off

    Equity Awards Outstanding at Time of the GCI Liberty Spin-Off Prior to the GCI Liberty Spin-Off, Liberty Broadband had granted Mr. Duncan RSUs with respect to Liberty Broadband’s Series C common stock, which were adjusted and substituted for RSUs relating to GLIBK (as substituted, the CEO Legacy Liberty Broadband RSUs) in accordance with the antidilution provisions of the Liberty Broadband incentive plan under which they were granted. The CEO Legacy Liberty Broadband RSUs were granted under the transitional stock plan (as defined below) and vested on January 5, 2026. See the “Outstanding Equity Awards at Fiscal Year-End” table below for more information about the CEO Legacy Liberty Broadband RSUs.

  36. Equity Awards Following the GCI Liberty Spin-Off

    Equity Awards Following the GCI Liberty Spin-Off The 2025 incentive plan provides for the grant of a variety of incentive awards, including stock options, restricted shares, RSUs, SARs, cash awards and performance awards. Our compensation committee has a preference for grants of stock options and awards of RSUs (as compared with other types of available awards under the 2025 incentive plan) based on the belief that they better promote retention of key employees through the continuing, long-term nature of an equity investment. It is the policy of our compensation committee that stock options be awarded with an exercise price equal to fair market value on the date of grant, typically measured by reference to the closing price on the grant date. CEO Annual Performance-Based RSUs. On August 21, 2025, Mr. Duncan received, pursuant to the terms of his prior employment agreement with GCI Communication Corp, a grant of 18,423 performance-based restricted stock units in respect of GLIBK for the 2025 calendar year (the 2025 CEO Performance-based RSUs), which would vest subject to the satisfaction of the performance objectives described below. Our compensation committee adopted an annual, performance-based program for payment of the 2025 CEO Performance-based RSUs and reviewed Mr. Duncan’s performance against that performance program to determine which portion of the award would be paid. Our compensation committee reviewed the 2025 personal performance of Mr. Duncan and approved vesting of 100% of the 2025 CEO Performance-based RSUs based on its assessment of Mr. Duncan’s individual performance along with GCI Communication Corp.’s corporate, operational and financial performance against the previously established goals and metrics. CEO Multi-Year Options. In connection with the entry into the CEO Employment Agreement and pursuant to the terms thereof, on August 21, 2025, Mr. Duncan also received a grant of options to purchase 814,441 shares of GLIBK for an exercise price equal to $37.85 (2025 CEO Multi-Year Option Award). The 2025 CEO Multi-Year Option Award will vest in three equal installments on December 31 of each of 2026, 2027 and 2028 and expire on the fifth anniversary of the grant date. See the “Grants of Plan-Based Awards” table below for more information about the 2025 CEO Multi-Year Option Award. Adjustment RSUs. In connection with the rights offering, holders of restricted stock units and stock options outstanding as of the rights offering record date received Adjustment RSUs. Mr. Duncan was our only named executive officer who had awards outstanding at such time. As a result, Mr. Duncan received 1,158 and 51,205 Adjustment RSUs in respect of the 2025 CEO Performance-based RSUs and 2025 CEO Multi-Year Option Award, respectively, which are subject to the same vesting terms as the award in connection with which they were granted. In connection with our compensation committee’s approval of vesting of 100% of the 2025 CEO Performance-based RSUs, 100% of the related Adjustment RSUs became vested. Mr. Duncan also received 442 Adjustment RSUs in respect of the CEO Legacy Liberty Broadband RSUs, which vested on December 19, 2025, shortly after the expiration of the rights offering.

  37. Other NEO Awards

    Other NEO Awards As discussed above, our executive officers perform management services for our company pursuant to the services agreement. In consultation with the compensation committee of Liberty Media, our compensation committee determined that each of Liberty Media and our company would grant a proportionate share of the aggregate equity grant value to Mr. Wendling and Ms. Wilm for their annual 2026 equity awards for their service to our company and Liberty Media. With respect to the awards made to Mr. Wendling and Ms. Wilm, the proportionate share for each of our company and Liberty Media was determined based on the relative time spent by Liberty Media’s employees working for such issuer. Time-based RSUs. In December 2025, our compensation committee granted to Mr. Wendling and Ms. Wilm 7,968 and 15,547 time-based RSUs with respect to GLIBK (the 2025 Time-based RSUs), respectively. The 2025 Time-based RSUs will vest on December 9, 2026.

  38. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  39. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (as of 12/31/25) | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Ronald A. Duncan President and Chief Executive Officer | 2025 | 459,643 | — | 1,459,893 | 10,057,524 | 846,569 | 114,091(5) | 12,937,719 | | Brian J. Wendling Principal Financial Officer and Chief Accounting Officer | 2025 | — | — | 252,904 | — | — | — | 252,904 | | Renee L. Wilm Chief Legal Officer and Chief Administrative Officer | 2025 | — | — | 493,462 | — | — | — | 493,462 |

  40. SUMMARY COMPENSATION TABLE

    (1) For Mr. Duncan, represents the base salary paid by GCI Communication Corp following the GCI Liberty Spin-Off. Mr. Wendling’s and Ms. Wilm’s base salaries are paid by Liberty Media, even though a portion of such base salary may ultimately be borne by our company. Although Mr. Wendling’s and Ms. Wilm’s base salaries and time spent for our company are considered when determining the management fee, no portion of Mr. Wendling’s and Ms. Wilm’s entire base salary is reflected in the table above given that there is not a specific portion thereof allocated to our company. (2) Reflects, as applicable, the grant date fair value of the 2025 CEO Performance-based RSUs, Mr. Duncan’s Adjustment RSUs and Mr. Wendling’s and Ms. Wilm’s 2025 Time-based RSUs. The grant date fair value of these awards has been computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Conditions (ASC) Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 9 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our 2025 Form 10-K). (3) The grant date fair value of the 2025 CEO Multi-Year Option Award has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 9 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our 2025 Form 10-K). (4) For Mr. Duncan, represents his 2025 performance-based annual bonus paid by our company for the service period following the GCI Liberty Spin-Off. Liberty Media paid Mr. Wendling and Ms. Wilm an annual performance-based bonus, even though a portion of such performance-based bonus may ultimately be borne by our company. Although Mr. Wendling’s and Ms. Wilm’s performance-based bonuses and time spent for our company are considered when determining the management fee, no portion of the named executive officer’s annual performance-based bonus is reflected in the table above given that there is not a specific portion thereof allocated to our company. (5) Includes the following amounts: $51,658 for compensation related to personal use of corporate aircraft; $50,948 for use of the retreat; $574 for life insurance premiums paid on behalf of Mr. Duncan and a $10,911 matching contribution to the GCI 401(k) Plan. The GCI 401(k) Plan provides employees with an opportunity to save for retirement. Under the GCI 401(k) Plan, participants may contribute up to 50% of their eligible compensation on a pre-tax or Roth after-tax basis to the plan (subject to specified maximums and IRS limits), and we contribute a matching contribution that vests based upon the participants’ years of service and is based on the participants’ own contributions up to the maximum matching contribution set forth in the plan. Participant contributions to the GCI 401(k) Plan are fully vested upon contribution. Generally, participants acquire a vested right in our matching contributions as follows:

  41. SUMMARY COMPENSATION TABLE

    | Years of Service | Vesting Percentage | | Less than 1 | 0% | | 1 - 2 | 33% | | 2 - 3 | 66% | | 3 or more | 100% |

  42. PAY RATIO INFORMATION

    PAY RATIO INFORMATION We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. Duncan, our chief executive officer on December 31, 2025, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies. To identify our median employee, we first determined our employee population as of December 31, 2025, which consisted of employees located in the U.S. representing all full-time, part-time, seasonal and temporary employees employed by our company and our subsidiary, GCI, on that date. Using information from our payroll records and Form W-2s, we then measured each employee’s gross wages for 2025, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, if any, realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a leave of absence in 2025. Also, we did not annualize the compensation of our temporary or seasonal employees. In addition, we did not make any cost-of-living adjustments to the gross wages information. We determined the median employee’s total compensation for the portion of 2025 following the GCI Liberty Spin-Off, including any perquisites and other benefits, in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table above. The ratio of our chief executive officer’s compensation following the GCI Liberty Spin-Off to that of the median employee was as follows:

  43. PAY RATIO INFORMATION

    | Chief Executive Officer Compensation Following the GCI Liberty Spin-Off | $12,937,719 | | Median Employee Compensation Following the GCI Liberty Spin-Off | $44,743 | | Ratio of Chief Executive Officer to Median Employee Compensation Following the GCI Liberty Spin-Off | 289:1 |

  44. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2025 to the named executive officers.

  45. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(1) | Target (#)(1) | Maximum (#) | | | | | | Ronald A. Duncan | | | | | | | | | | | | | GLIBK | 08/21/2025(2) | — | — | — | — | 18,423 | — | — | — | — | 697,311 | | GLIBK | 08/21/2025 | — | — | — | — | — | — | — | 814,441(3) | 37.85 | 10,057,524 | | GLIBK | 12/18/2025 | — | — | — | — | — | — | 1,158(4) | — | — | 5,315 | | GLIBK | 12/18/2025 | — | — | — | — | — | — | 442(5) | — | — | 1,993 | | GLIBK | 12/18/2025 | — | — | — | — | — | — | 51,205(6) | — | — | 755,274 | | Brian J. Wendling | | | | | | | | | | | | | GLIBK | 12/09/2025 | — | — | — | — | — | — | 7,968(7) | — | — | 252,904 | | Renee L.Wilm | | | | | | | | | | | | | GLIBK | 12/09/2025 | — | — | — | — | — | — | 15,547(7) | — | — | 493,462 |

  46. GRANTS OF PLAN-BASED AWARDS

    (1) The terms of the 2025 CEO Performance-based RSUs do not provide for a threshold amount that would be payable upon satisfaction of the performance criteria established by the compensation committee. The amount in the Target column represents the target amount that would have been payable to Mr. Duncan assuming (x) achievement of the performance goals was attained and (y) our compensation committee determined not to reduce such payout after considering criteria established by our compensation committee in August 2025. For the actual 2025 CEO Performance-based RSUs that vested, see “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Equity Incentive Compensation—CEO Annual Performance-Based RSUs.” (2) Reflects the date on which our compensation committee established the terms of the 2025 CEO Performance-based RSUs as described under “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Equity Incentive Compensation—CEO Annual Performance-Based RSUs.” (3) Reflects the 2025 CEO Multi-Year Option Award, which vests in three equal installments on each of December 31, 2026, December 31, 2027 and December 31, 2028. (4) Reflects the Adjustment RSUs granted in respect of the 2025 CEO Performance-based RSUs, which vest and/or are forfeited at the same time as and in an amount proportionate to the number of 2025 CEO Performance-based RSUs. For the actual number of these Adjustment RSUs that vested, see “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation— Equity Incentive Compensation—Adjustment RSUs.” (5) Reflects the Adjustment RSUs granted in respect of the CEO Legacy Liberty Broadband RSUs, which vested on December 19, 2025. (6) Reflects the Adjustment RSUs granted in respect of the 2025 CEO Multi-Year Option Award, which vest at the same time as, and in an amount proportionate to the number of, the 2025 CEO Multi-Year Option Award. Reflects the 2025 Time-based RSUs, which vest on December 9, 2026.

  47. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of December 31, 2025 and held by the named executive officers.

  48. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option awards | | | | | Stock awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ronald A. Duncan | | | | | | | | | | | Option Award | | | | | | | | | | | GLIBK | — | 814,441(1) | — | 37.85 | 08/21/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | GLIBK | — | — | — | — | — | — | — | 18,423(2) | 685,520 | | GLIBK | — | — | — | — | — | 7,035(3) | 261,772 | — | — | | GLIBK | — | — | — | — | — | 1,158(4) | 43,089 | — | — | | GLIBK | — | — | — | — | — | 51,205(5) | 1,905,338 | — | — | | Brian J. Wendling | | | | | | | | | | | RSU Award | | | | | | | | | | | GLIBK | — | — | — | — | — | 7,968(6) | 296,489 | — | — | | Renee L. Wilm | | | | | | | | | | | RSU Award | | | | | | | | | | | GLIBK | — | — | — | — | — | 15,547(6) | 578,504 | — | — |

  49. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Reflects the 2025 CEO Multi-Year Option Award, which vests in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028. (2) Reflects the target number of 2025 CEO Performance-based RSUs that Mr. Duncan could earn based on performance in 2025. (3) Reflects the CEO Legacy Liberty Broadband RSUs, which vested on January 5, 2026. (4) Reflects the Adjustment RSUs granted in respect of the 2025 CEO Performance-based RSUs, which vest and/or are forfeited at the same time as and in an amount proportionate to the number of 2025 CEO Performance-based RSUs. (5) Reflects the Adjustment RSUs granted in respect of the 2025 CEO Multi-Year Option Award, which vest at the same time as and in an amount proportionate to the number of 2025 CEO Multi-Year Option Award. Reflects the 2025 Time-based RSUs, which vest on December 9, 2026.

  50. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information concerning the exercise of vested options and the vesting of RSUs held by our named executive officers, in each case, during 2025.

  51. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($) | | Ronald A. Duncan | | | | | | GLIBA | — | — | — | — | | GLIBB | — | — | — | — | | GLIBK | — | — | 442 | 16,084 | | Brian J. Wendling | | | | | | GLIBA | — | — | — | — | | GLIBB | — | — | — | — | | GLIBK | — | — | — | — | | Renee L. Wilm | | | | | | GLIBA | — | — | — | — | | GLIBB | — | — | — | — | | GLIBK | — | — | — | — |

  52. OPTION EXERCISES AND STOCK VESTED

    Includes shares withheld in payment of withholding taxes at election of holder.

  53. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the potential payments to our named executive officers if their employment had terminated or a change in control had occurred, in each case, as of December 31, 2025, which was the last day of our last completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time. The amounts provided in the table are based on the closing market price on December 31, 2025 for GLIBK, which was $37.21. The 2025 CEO Multi-Year Option Award had an exercise price that was more than the closing market price of GLIBK on December 31, 2025, and therefore has been excluded from the table below. The value of the RSUs shown in the table is based on the applicable closing market price and the number of unvested RSUs that would have vested in the applicable termination scenario according to the terms of the applicable award. Each of our named executive officers has received awards and payments under our incentive plans. Additionally, Mr. Duncan is entitled to certain payments and acceleration rights upon termination under the CEO Employment Agreement. The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout are described below and in the footnotes to the table (other than those described under “—Executive Compensation Arrangements—Ronald A. Duncan Employment Agreement”, which are incorporated herein by reference).

  54. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

  55. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Voluntary Termination Without Good Reason ($) | Termination for Cause ($) | Termination Without Cause or for Good Reason ($) | Death ($) | Disability ($) | After a Change in Control ($) | | Ronald A. Duncan | | | | | | | | Severance Payments and/or Benefits | — | — | 2,869,112(1) | — | — | — | | Options | —(2) | —(3) | —(4) | —(5) | —(5) | —(6) | | RSUs | —(2) | —(3) | 2,270,815(4) | 2,895,719(5) | 2,895,719(5) | 2,895,719(6) | | Perquisites | 435,184(7) | — | 435,184(7) | —(8) | 435,184(7) | — | | Total | 435,184 | — | 5,575,111 | 2,895,719 | 3,330,903 | 2,895,719 | | Brian J. Wendling | | | | | | | | RSUs | —(2) | —(3) | —(4) | 296,489(5) | 296,489(5) | 296,489(6) | | Total | — | — | — | 296,489 | 296,489 | 296,489 | | Renee L. Wilm | | | | | | | | RSUs | —(2) | —(3) | —(4) | 578,504(5) | 578,504(5) | 578,504(6) | | Total | — | — | — | 578,504 | 578,504 | 578,504 |

  56. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    (1) If Mr. Duncan’s employment had been terminated as of December 31, 2025 without cause or for good reason (each as defined in the CEO Employment Agreement), subject to his execution of a release and compliance with post-termination restrictive covenants, Mr. Duncan would have received the CEO Installments. See “—Executive Compensation Arrangements—Ronald A. Duncan Employment Agreement—Termination Benefits, Generally” and “—Executive Compensation Arrangements—Ronald A. Duncan Employment Agreement—Termination without “Cause” or for “Good Reason” above. (2) Mr. Duncan would have forfeited the CEO Legacy Liberty Broadband RSUs, the 2025 CEO Performance-based RSUs, the 2025 CEO Multi-Year Option Award and any associated Adjustment RSUs and Mr. Wendling and Ms. Wilm would have forfeited the 2025 Time-based RSUs, in each case, if his or her employment had been terminated by him or her as of December 31, 2025. (3) If each of Messrs. Duncan and Wendling and Ms. Wilm was terminated by our company for “cause” as of December 31, 2025, all of his or her outstanding option and RSU grants would have been forfeited. (4) Based on, for Mr. Duncan, the CEO Legacy Liberty Broadband RSUs, the 2025 CEO Performance-based RSUs and the 2025 CEO Multi-Year Option Award and any associated Adjustment RSUs that would have vested if he was terminated without cause or for good reason (each as defined in the CEO Employment Agreement) as of December 31, 2025. The CEO Legacy Liberty Broadband RSUs would have vested in full, the 2025 CEO Performance-based RSUs and associated Adjustment RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and a pro-rata portion would have vested to the extent determined by the compensation committee and a pro-rata portion of the 2025 CEO Multi-Year Option Award and associated Adjustment RSUs would have vested pursuant to the forward-vesting provision in the award agreement; however, because the exercise price of the 2025 CEO Multi-Year Option Award was more than the closing market price of GLIBK shares on December 31, 2025, no value has been included for this award in the table, but the table includes the value of the associated Adjustment RSUs. As described above in “—Compensation Discussion and Analysis—Equity Incentive Compensation— Equity Awards Following the GCI Liberty Spin-Off—CEO Annual Performance-Based RSUs” above, our compensation committee approved vesting of 100% of the 2025 CEO Performance-based RSUs, which is reflected in the table above. Mr. Wendling and Ms. Wilm would have forfeited the 2025 Time-based RSUs if he or she was terminated without cause as of December 31, 2025. (5) Based on, for Mr. Duncan, the CEO Legacy Liberty Broadband RSUs, the 2025 CEO Performance-based RSUs and the 2025 CEO Multi-Year Option Award and any associated Adjustment RSUs, and for Mr. Wendling and Ms. Wilm, the 2025 Time-based RSUs, in each case, that would have vested if he or she were terminated due to death or disability as of December 31, 2025; however, because the exercise price of the 2025 CEO Multi-Year Option Award was more than the closing market price of GLIBK shares on December 31, 2025, no value has been included for this award in the table, but the table includes the value of the associated Adjustment RSUs. (6) Upon a change in control, we have assumed for purposes of the tabular presentation above that for Mr. Duncan, the CEO Legacy Liberty Broadband RSUs, the 2025 CEO Performance-based RSUs and the 2025 CEO Multi-Year Option Award and any associated Adjustment RSUs, and for Mr. Wendling and Ms. Wilm, the 2025 Time-based RSUs, in each case, would have vested in full; however, because the exercise price of the 2025 CEO Multi-Year Option Award was more than the closing market price of GLIBK shares on December 31, 2025, no value has been included for this award in the table, but the table includes the value of the associated Adjustment RSUs. If Mr. Duncan’s employment had terminated for any reason other than for cause or due to his death as of December 31, 2025, subject to his execution of a release and compliance with post-termination restrictive covenants, Mr. Duncan would have been entitled to receive the CEO Post-Termination Benefits. See “—Executive Compensation Arrangements—Ronald A. Duncan Employment Agreement—Termination Benefits, Generally” above. The amounts of the CEO Post-Termination Benefits included in the table are comprised of (i) the maximum potential cost of using the corporate aircraft for 33 hours based on an hourly average of the incremental cost of use of the corporate aircraft ($140,184) and (ii) the cost to our company to pay Mr. Duncan’s health care benefits for ten years ($295,000). The permitted use of the retreat and Mr. Duncan’s right of first offer thereon, and the provision of office and technology support would result in no additional incremental cost to our company and therefore no such amounts have been included in the table. If Mr. Duncan’s employment had terminated as of December 31, 2025 as a result of his death, his family would have been provided office and technology support. See “—Executive Compensation Arrangements—Ronald A. Duncan Employment Agreement—Termination Benefits, Generally” above. The provision of such support would result in no additional incremental cost to our company and therefore no such amounts have been included in the table.

  57. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of our company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable; and (3) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest in the covered year, as applicable.

  58. PAY VERSUS PERFORMANCE

    | | PEO(1) | | Non-PEO NEOs(1) | | Value of initial fixed $100 investment based on: | | | (millions) | | | Year | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(3) | Total Shareholder Return (“TSR”) ($)(4) | | Peer Group TSR ($)(5) | Net Income ($)(6) | Adjusted OIBDA ($)(7) | | 2025 | 12,937,719 | 13,815,045 | 373,183 | 437,497 | GLIBA | 119.24 | 121.94 | (309) | 403 | | | | | | | GLIBK | 120.03 | | | |

  59. PAY VERSUS PERFORMANCE

    (1) Our Principal Executive Officer (PEO) Mr. Duncan. Our named executive officers other than our PEO (non-PEO NEOs) were Mr. Wendling and Ms. Wilm. (2) Reflects, for Mr. Duncan, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated. (3) Represents the compensation actually paid to Mr. Duncan and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:

  60. PAY VERSUS PERFORMANCE

    | Compensation actually paid to PEO and Non-PEO NEOs | | | | | | | | | | | As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | | | | Year | Total | Stock Awards | Option Awards | Fair Value at Year End of Awards Granted During Year that Remain Outstanding and Unvested at Year End(c) | Year-over- Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested at Year End(d) | Fair Value at Vesting Date of Awards Granted and Vested in Same Year(e) | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted in Prior Year and Vested in Covered Year(f) | Total Compensation Actually Paid | | PEO | | | | | | | | | | 2025 | 12,937,719 | (1,459,893) | (10,057,524) | 11,623,108 | 26,769 | 744,866 | — | 13,815,045 | | Non-PEO NEOs | | | | | | | | | | 2025 | 373,183 | (373,183) | — | 437,497 | — | — | — | 437,497 |

  61. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

  62. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

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  63. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  64. Relationship Between Compensation Actually Paid and Net Income

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  65. Relationship Between Compensation Actually Paid and Adjusted OIBDA

    Relationship Between Compensation Actually Paid and Adjusted OIBDA

  66. Relationship Between Compensation Actually Paid and Adjusted OIBDA

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