TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 31, 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) Nevada (State or other jurisdiction of incorporation or organization) 4841 (Primary Standard Industrial Classification Code Number) 36-5128842 (I.R.S. Employer Identification No.) 12300 Liber ...

Revenue and Growth - Liberty Broadband's total revenue for 2024 increased by 4% to $1.016 billion, compared to $981 million in 2023[21] - GCI's revenue growth in the fourth quarter of 2024 was 5%, with business revenue increasing by 10% driven by upgrades in schools and healthcare[16] - Liberty Broadband's revenue for the year ended December 31, 2024, was $1,016 million, an increase from $981 million in 2023, representing a growth of 3.6%[33] Operating Income and Earnings - GCI's operating income for 2024 rose by 23% to $144 million, up from $117 million in 2023[21] - Operating income for Liberty Broadband increased to $92 million in 2024 from $73 million in 2023, reflecting a growth of 25.7%[33] - Liberty Broadband's net earnings attributable to shareholders rose to $869 million in 2024, compared to $688 million in 2023, marking a significant increase of 26.3%[33] Adjusted OIBDA - GCI's adjusted OIBDA for 2024 was flat at $362 million compared to $361 million in 2023[21] - Adjusted OIBDA for Liberty Broadband in 2024 was $327 million, slightly down from $337 million in 2023, indicating a decrease of 3%[29] - GCI Holdings' Adjusted OIBDA for 2024 was $362 million, marginally up from $361 million in 2023, showing a growth of 0.3%[27] Investments and Fair Value - The fair value of Liberty Broadband's investment in Charter was reported at $15.5 billion as of December 31, 2024[4] - The company received $205 million from the sale of 541,000 Charter shares between November 1, 2024, and January 31, 2025[5] Capital Expenditures and Debt - GCI's capital expenditures for 2024 were $193 million, with an expected increase to approximately $250 million in 2025 for network improvements[18] - Liberty Broadband's total debt increased by $17 million in the fourth quarter of 2024, primarily due to additional borrowing under the GCI senior credit facility[11] - Liberty Broadband's long-term debt increased slightly to $3,753 million in 2024 from $3,733 million in 2023, an increase of 0.5%[31] Assets and Liabilities - Total assets for Liberty Broadband increased to $16,687 million as of December 31, 2024, up from $15,641 million in 2023, a growth of 6.7%[31] - Cash and cash equivalents at the end of 2024 were $229 million, up from $176 million at the end of 2023, representing a 30.1% increase[35] - The company reported a decrease in total current liabilities from $200 million in 2023 to $178 million in 2024, a reduction of 11%[31] Future Plans - Liberty Broadband expects to spin off its GCI business in the summer of 2025[4] - The merger with Charter is expected to close on June 30, 2027, pending the completion of the GCI spin-off[6] Stock Repurchase - The company’s stock repurchase program continued, with $89 million spent on repurchases in 2024, down from $227 million in 2023[35]

Ownership and Control - Liberty Broadband controls 25.01% of the aggregate voting power of Charter Communications, Inc.[457] - As of December 31, 2024, Liberty Broadband owned approximately 45.3 million shares of Charter Class A common stock, representing an approximate 31.9% economic ownership interest in Charter[467] Financial Performance - GCI Holdings reported a revenue increase of $35 million for the year ended December 31, 2024, reaching $1,016 million compared to $981 million in 2023[508] - Operating income for GCI Holdings increased by $27 million to $144 million for the year ended December 31, 2024, compared to $117 million in 2023[510] - Adjusted OIBDA for GCI Holdings was $362 million for the year ended December 31, 2024, slightly up from $361 million in 2023[508] - Charter's revenue increased by $478 million to $55,085 million in 2024, primarily due to growth in mobile lines and advertising sales[522] - Charter's Adjusted OIBDA increased by $495 million to $22,442 million in 2024 compared to 2023[524] - GCI Holdings reported total revenue of $1,016 million for the year ended December 31, 2024, an increase from $981 million in 2023[570] Debt and Financing - As of November 12, 2024, Liberty Broadband had existing debt of $2.6 billion, which will be repaid or assumed by Charter prior to the closing of the Combination[463] - Net cash used in financing activities was $181 million in 2024, primarily for the repurchase of approximately $300 million in debentures and net repayments of $670 million on the Margin Loan Agreement[542] - Total material cash requirements amount to $6,445 million, with $3,666 million in debt due, and $2,138 million for interest expense and preferred stock dividends[547] - As of December 31, 2024, GCI Holdings had $451 million in variable rate debt with a weighted average interest rate of 6.3% and $600 million in fixed rate debt with a weighted average interest rate of 4.8%[583] Operational Changes and Strategies - The Combination is expected to close on June 30, 2027, subject to customary closing conditions and the divestiture of GCI business[462] - Liberty Broadband will divest the GCI business prior to the closing of the Combination, which is expected to be taxable to Liberty Broadband and its stockholders[460] - Charter lost 508,000 Internet customers in 2024, attributed to the end of the FCC's Affordable Connectivity Program and competitive pressures[500] - Charter added 2,117,000 mobile lines in 2024, benefiting from its pricing and packaging strategy[500] - The company plans to exit the video business in 2025, subject to regulatory approvals[572][576] Compliance and Legal Matters - GCI Holdings recognized an estimated liability of $27 million related to RHC Program compliance issues, including a $15 million settlement expense recorded in 2022[489] - The company entered into a final settlement agreement with the FCC and DOJ, resulting in a total cash payment of $41 million in 2023[492] - GCI Holdings is unable to estimate the potential outcome of ongoing compliance issues identified in the third quarter of 2022[491] Revenue Streams - GCI Holdings earns revenue from monthly fees for data, wireless, video, voice, and managed services, as well as universal service subsidies from the FCC[469] - Consumer data revenue increased by $5 million to $238 million in 2024, driven by higher recurring monthly charges from subscribers[570] - Business data revenue increased by $42 million for the year ended December 31, 2024, driven by increased sales to health care and education customers[573] - Consumer other revenue decreased by $2 million for the year ended December 31, 2024, compared to 2023, primarily due to a decline in video subscribers[572] - Business other revenue decreased by $5 million for the year ended December 31, 2024, primarily due to decreased local and long-distance voice revenue[574] Expenses and Costs - Operating expenses for GCI Holdings were $257 million in 2024, compared to $245 million in 2023[569] - Operating expenses increased by $12 million for the year ended December 31, 2024, mainly due to higher distribution costs[577] - Selling, general and administrative expenses increased by $22 million for the year ended December 31, 2024, primarily due to increased labor-related costs[578] - Stock-based compensation decreased by $3 million for the year ended December 31, 2024, due to lower value of new awards granted[579] - Depreciation and amortization decreased by $23 million for the year ended December 31, 2024, as certain assets became fully depreciated[580] Cash Flow and Liquidity - Net cash provided by operating activities increased to $104 million in 2024 from $16 million in 2023, driven by timing differences in working capital[538] - Liberty Broadband had a cash and cash equivalents balance of $163 million as of December 31, 2024[537] - The company expects corporate cash and other available sources of liquidity to cover corporate expenses for the foreseeable future[544] Market Risks - The Alaska economy's dependence on the oil industry and state spending poses risks to GCI Holdings' business, particularly in the event of a recession[474]

Financial Data and Key Metrics Changes - Liberty Broadband achieved record revenue exceeding $1 billion for GCI in 2024, with a 5% increase in Q4 and a 4% increase for the full year, driven by data revenue strength [11][12] - Adjusted OIBDA decreased by 4% in Q4 but increased by $1 million to $362 million for the full year, as revenue growth was offset by higher SG&A expenses [12][13] - Liberty Broadband had consolidated cash and restricted cash of $229 million at quarter end, including $75 million at GCI [16] Business Line Data and Key Metrics Changes - GCI's business data revenue benefited from a strong upgrade cycle in schools and healthcare corporations in rural Alaska [12] - GCI Consumer experienced a decline of 300 revenue-generating wireless subscribers and a loss of 4,900 cable modem subscribers, primarily due to the expiration of the ACP program [13] Market Data and Key Metrics Changes - GCI competes primarily with AT&T and Verizon in the wireless market, with AT&T holding a majority share [30] - The market is stable, with GCI maintaining a flat subscriber base in urban areas, while rural areas have seen competition from Starlink due to service disruptions [34][35] Company Strategy and Development Direction - Liberty Broadband plans to spin off GCI prior to the transaction close with Charter, which is expected to provide incremental value to shareholders [9][10] - GCI's capital expenditures for 2024 were $193 million, with expectations of approximately $250 million for 2025, focusing on rural connectivity projects [14][15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future partnership with Charter and the potential for government funding to support broadband build-outs [8][37] - The competitive landscape is evolving, with Starlink emerging as a competitor in rural areas, but management believes GCI is well-positioned to address these challenges [36][45] Other Important Information - Liberty Broadband's total principal amount of debt was $3.7 billion at quarter end, excluding preferred stock [18] - The spin-off of GCI is expected to be completed in late Q2 or early Q3 of the current year [20] Q&A Session Summary Question: Update on GCI Liberty and competitive backdrop - Management discussed the competitive landscape, noting stability in the Alaska market and the impact of Starlink in rural areas due to service disruptions [30][34] Question: Timing of the spin-off and closing with Charter - Management expects the GCI spin-off to close in late Q2 or early Q3, with potential for an accelerated timeline if mutually agreed with Charter [26][28] Question: Government subsidies for broadband build-outs - Management highlighted the importance of government subsidies for capital and operating expenses, with a significant amount expected to flow to Alaska [37][38] Question: Health care subsidies and economic outlook - Management acknowledged the material impact of health care subsidies on results and expressed confidence in GCI's ability to withstand economic fluctuations [49][44]

Group 1 - Liberty Broadband Corporation is currently under investigation for securities fraud, which raises concerns among investors [1] - The Schall Law Firm is urging impacted investors to reach out for potential legal action [1]

Group 1 - The Schall Law Firm is inviting shareholders of Liberty Broadband Corporation who have incurred losses to participate in an inquiry regarding potential violations of securities laws [1] - The inquiry is focused on assessing whether Liberty Broadband Corporation engaged in any unlawful activities that may have affected shareholder value [1] - This action indicates a growing concern among investors about the company's compliance with securities regulations [1]

Group 1 - The Schall Law Firm is investigating claims on behalf of investors in Liberty Broadband Corporation for potential breaches of fiduciary duty by its directors and management [1] - The investigation aims to determine if the Liberty Broadband board has breached its fiduciary duties to shareholders [1] Group 2 - Shareholders are encouraged to participate in the investigation and can contact the Schall Law Firm for a free discussion of their rights [2]

Core Viewpoint - Charter Communications and Liberty Broadband have announced a long-anticipated merger, which is expected to create significant synergies in the TMT (Technology, Media, and Telecommunications) sector [1]. Company Summary - The merger between Charter Communications and Liberty Broadband has been expected for a considerable time by investors and stakeholders, indicating strong market anticipation and potential for growth [1].

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Liberty Broadband Corporation to Charter Communications, focusing on whether the transaction provides adequate value to Liberty Broadband shareholders [1][3]. Group 1: Investigation Details - The investigation examines if Liberty Broadband and its board violated federal securities laws or breached fiduciary duties by not securing the best possible consideration for shareholders [3]. - Concerns include whether Charter is underpaying for Liberty Broadband and if all material information necessary for shareholders to assess the merger was disclosed [3]. Group 2: Legal Actions - Halper Sadeh LLC may seek increased consideration for Liberty Broadband shareholders, additional disclosures, and other forms of relief related to the proposed transaction [4]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [4].

Financial Data and Key Metrics Changes - Liberty Broadband reported consolidated cash and cash equivalents of $168 million, including $47 million at GCI, and a total principal amount of debt of $3.7 billion, excluding preferred stock [17] - The value of the Charter investment was $18.6 billion based on shares held as of November 1 and the closing price [17] - Charter experienced revenue growth of 1.6% and adjusted EBITDA growth of 3.6% during the quarter, with residential ARPU up 1.8% [10] Business Line Data and Key Metrics Changes - GCI's revenue increased by $22 million year-over-year, driven by strong data revenue, while adjusted OIBDA rose to $11 million [18] - Viator's adjusted EBITDA was $30 million with an 11% margin, showing solid growth outside of search and direct channels [14] - TheFork achieved record financial performance with revenue up 17% and adjusted EBITDA of $5 million, marking a 10% margin [15] Market Data and Key Metrics Changes - Charter experienced a net loss of 110,000 broadband subscribers, which would have been growth without the impact of the ACP [9] - Mobile services added 545,000 net subscribers, bringing the total to over 9 million lines, with ARPU growth driven by the Unlimited Plus tier [11] Company Strategy and Development Direction - Liberty Broadband is discussing a proposed all-stock transaction with Charter to rationalize the dual corporate structure and enhance trading liquidity [7] - Charter is focusing on convergence through its mobile offerings and broadband upgrades, aiming to leverage its coax and fiber network strengths [34][35] Management's Comments on Operating Environment and Future Outlook - Management noted that discussions with Charter are aimed at eliminating the NAV discount and providing clarity to shareholders [8] - The management anticipates that October will be the last month of significant impact from the ACP on Charter's subscriber growth [9] Other Important Information - Liberty Broadband's discussions with TripAdvisor are ongoing, with a focus on capital structure rationalization [12] - TripAdvisor reported a positive growth in MAUs year-over-year, with a 30% increase in direct channel monthly active users [13] Q&A Session Summary Question: Why is Liberty Broadband moving forward with Charter discussions now? - Management explained that the proposed structure benefits both parties by tightening the discount and eliminating the dual corporate structure over time [25] Question: What needs to happen for Charter to resume stock buybacks? - Management indicated that buybacks could resume upon the announcement of a signed deal or if discussions fail [26] Question: How does Alaska's regulatory environment affect potential transactions? - Management noted that Alaska's regulatory approval process is simpler compared to federal processes, making it less of an issue [27] Question: What is the timeline for the potential transaction involving GCI? - Management stated that the timeline was designed to accommodate regulatory processes and allow for deleveraging [32] Question: How does the broadband market and competitive dynamics look moving forward? - Management highlighted Charter's aggressive pursuit of convergence and the importance of their upgraded broadband offerings [34] Question: What are the implications of a potential relaxation of antitrust views? - Management suggested that while there are limited targets for acquisition, a new regulatory regime could open up more opportunities for M&A [37]