EX-4.4
Published on November 5, 2025
Exhibit 4.4
INSTRUCTIONS FOR USE OF GCI LIBERTY, INC.
SERIES C GCI GROUP RIGHTS CERTIFICATES
CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC (THE “SUBSCRIPTION AGENT”),
D.F. KING & CO., INC. (THE “INFORMATION AGENT”) OR YOUR BANK OR BROKER
AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the “Rights Offering”) by GCI Liberty, Inc., a Nevada corporation (the “Company”), to the holders of its Series A GCI Group common stock, par value $0.01 per share (the “Series A GCI Group Common Stock”), to the holders of its Series B GCI Group common stock, par value $0.01 per share (the “Series B GCI Group Common Stock”), and to the holders of its Series C GCI Group common stock, par value $0.01 per share (the “Series C GCI Group Common Stock”), as described in the Company’s prospectus dated November 26, 2025 (the “Prospectus”). In the rights distribution (as such term is defined in the Prospectus), holders of record of shares of the Company’s Series A GCI Group Common Stock, Series B GCI Group Common Stock and Series C GCI Group Common Stock (together, the “GCI Group Common Stock”), at 5:00 p.m. New York City time, on November 24, 2025 (the “Record Date”) received [•] of a transferable subscription right (a “Series C GCI Group Right”) for each share of the Company’s Series A GCI Group Common Stock, Series B GCI Group Common Stock or Series C GCI Group Common Stock held by them as of the Record Date. The total number of Series C GCI Group Rights to be issued to each such holder was rounded up to the nearest whole number and the subscription agent instructed, or instructed DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of GLIBA, GLIBB and/or GLIBK for the account of others to effect such rounding with respect to each beneficial stockholder. Each whole Series C GCI Group Right is exercisable, upon payment of $[•] as described below (the “Subscription Price”), to purchase one share of Series C GCI Group Common Stock (the “Basic Subscription Privilege”). In addition, subject to the proration described below, each holder of record of Series C GCI Group Rights (each a “Rightsholder”) that fully exercises its Basic Subscription Privilege with respect to all Series C GCI Group Rights that it holds in the same capacity pursuant to a single rights certificate also has the right to subscribe at the Subscription Price for additional shares of Series C GCI Group Common Stock (the “Oversubscription Privilege”). If shares of Series C GCI Group Common Stock being offered in the Rights Offering remain available for subscription following the exercise of the Basic Subscription Privilege by Rightsholders prior to the Expiration Time, as defined below (the “Excess Shares”), such Rightsholders may exercise their Oversubscription Privilege to subscribe for a number of Excess Shares. If there are not a sufficient number of Excess Shares of Series C GCI Group Common Stock to satisfy all subscriptions pursuant to the exercise of Oversubscription Privileges by the applicable Rightsholders, the available Excess Shares of Series C GCI Group Common Stock will be allocated pro rata among Rightsholders exercising their Oversubscription Privilege in proportion to the number of shares of Series C GCI Group Common Stock that each such Rightsholder purchased pursuant to its Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Rightsholder being allocated a greater number of Excess Shares than such Rightsholder subscribed for pursuant to the exercise of such Rightsholder’s Oversubscription Privilege, then such Rightsholder will be allocated only such number of Excess Shares as such Rightsholder subscribed for, and the remaining Excess Shares will be allocated among the other Rightsholders exercising their Oversubscription Privilege with respect to the Series C GCI Group Rights.
The Rights Offering will expire at 5:00 p.m., New York City time, on December 17, 2025, unless extended as described in the Prospectus (the “Expiration Time”).
AS DESCRIBED IN THESE INSTRUCTIONS, YOUR RIGHTS CERTIFICATE (ALONG WITH AN INTERNAL REVENUE SERVICE FORM W-8 OR W-9, AS APPLICABLE, TO THE EXTENT REQUIRED BY PARAGRAPH 2 OF THESE INSTRUCTIONS) MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR RIGHTS CERTIFICATE MUST BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE MUST BE RECEIVED, AS MORE SPECIFICALLY DESCRIBED BELOW AND IN THE PROSPECTUS, BY THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION TIME. YOU MAY NOT REVOKE ANY EXERCISE OF A SERIES C GCI GROUP RIGHT.
Below is a list of the key dates for the Rights Offering of which you should be aware. With the exception of the Record Date and rights distribution date, such dates are subject to change in the event the Company’s board of directors (the “Board”) determines to extend the Rights Offering. For more information regarding these dates, we
encourage you to review the section of the Prospectus entitled “The Rights Offering,” as this portion of the Prospectus describes other timing considerations of which you should be aware regarding the Rights Offering.
Date |
| Event / Action |
5:00 p.m., New York City time, on November 24, 2025 | | Record Date. |
5:00 p.m., New York City time, on November 25, 2025 | | Rights distribution date. |
November 26, 2025 | | Commencement of the Rights Offering. Expected commencement of trading for the Series C GCI Group Rights on the Nasdaq Global Select Market under the symbol “GLIBR.” |
11:00 a.m., New York City time, on December 10, 2025 (five business days prior to the Expiration Time, as may be adjusted in the event of an extension of the Expiration Time) | | Date by which registered foreign holders of Series C GCI Group Rights must notify the Subscription Agent and establish to the satisfaction of the Subscription Agent that it is permitted to exercise its Series C GCI Group Rights. Date by which the Subscription Agent must have received appropriate materials from holders of Series C GCI Group Rights who intend to make cash payment of the subscription right by uncertified check. |
11:00 a.m., New York City time, on December 11, 2025 (four business days prior to the expiration date, as may be adjusted in the event of an extension of the expiration time) | | Date by which the Subscription Agent must have received appropriate materials from holders of Series C GCI Group Rights in order to have the Subscription Agent sell such Series C GCI Group Rights. Date by which the Subscription Agent must have received appropriate materials from holders of Series C GCI Group Rights in order to transfer all or a portion of such holder’s Series C GCI Group Rights (other than pursuant to a sale by the Subscription Agent). |
5:00 p.m., New York City time, on December 17, 2025 | | Expiration of the Rights Offering. |
No fractional Series C GCI Group Rights or cash in lieu thereof were issued or paid. Instead, the total number of Series C GCI Group Rights issued to each stockholder was rounded up to the nearest whole number and the subscription agent instructed, or instructed DTC to instruct, all brokers, dealers, trustees and depositaries for securities or any other agents who hold shares of GLIBA, GLIBB and/or GLIBK for the account of others to effect such rounding with respect to each beneficial stockholder. Nominee holders of the Company’s Series A GCI Group Common Stock, Series B GCI Group Common Stock or Series C GCI Group Common Stock that held, on the Record Date, shares for the account(s) of more than one beneficial owner may, upon proper showing to the Subscription Agent, exercise such beneficial owners’ Basic Subscription Privilege and Oversubscription Privilege as described below.
The Series C GCI Group Rights will be traded on the Nasdaq Global Select Market under the symbol “GLIBR.”
The number of Series C GCI Group Rights to which a holder of Series A GCI Group Common Stock, Series B GCI Group Common Stock or Series C GCI Group Common Stock is entitled is printed on the face of that holder’s “Rights Certificate.” You should indicate your wishes with regard to the exercise, assignment, transfer or sale of your Series C GCI Group Rights by completing the Rights Certificate and returning it to the Subscription Agent in the envelope provided.
| 1. | EXERCISE YOUR RIGHTS AND SUBSCRIBE FOR SHARES OF SERIES C GCI GROUP COMMON STOCK (Section 1 of the Rights Certificate). |
To exercise Series C GCI Group Rights, deliver your properly completed and executed Rights Certificate, by checking the boxes next to Section 1.A and 1.B, if applicable, and completing Section 1.C, together with payment in full of the Subscription Price for each share of Series C GCI Group Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege, to the Subscription Agent.
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Payment of the applicable Subscription Price must be made for the full number of shares of Series C GCI Group Common Stock being subscribed for by wire transfer, certified or personal check or bank draft drawn upon a U.S. bank, payable to: Broadridge Corporate Issuer Solutions, LLC, as Subscription Agent.
THE SUBSCRIPTION PRICE WILL BE DEEMED TO HAVE BEEN RECEIVED BY THE SUBSCRIPTION AGENT ONLY UPON (I) THE CLEARANCE OF ANY UNCERTIFIED CHECK, OR (II) THE RECEIPT BY THE SUBSCRIPTION AGENT OF ANY WIRE TRANSFER, CERTIFIED CHECK OR BANK DRAFT DRAWN UPON A U.S. BANK.
If paying by uncertified personal check, please note that the funds paid thereby may take approximately five business days to clear. Accordingly, if you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials by December 10, 2025 (at least five business days prior to the Expiration Time).
Notice of Guaranteed Delivery. Alternatively, you may cause a written guarantee substantially in the form enclosed herewith (the “Notice of Guaranteed Delivery”) from a commercial bank, trust company, securities broker or dealer, credit union, savings association or other eligible guarantor institution which is a member of or a participant in a signature medallion guarantee program pursuant to Securities and Exchange Commission Rule 17Ad-15 acceptable to the Subscription Agent (each of the foregoing being an “Eligible Institution”), to be received by the Subscription Agent at or prior to the Expiration Time, together with payment in full of the applicable Subscription Price. Such Notice of Guaranteed Delivery must state your name, the number of Series C GCI Group Rights represented by your Rights Certificate, the number of Series C GCI Group Rights being exercised pursuant to the Basic Subscription Privilege and the number of shares of Series C GCI Group Common Stock, if any, being subscribed for pursuant to the Oversubscription Privilege, and will guarantee the delivery to the Subscription Agent of your properly completed and executed Rights Certificate within one business day following the date of the Notice of Guaranteed Delivery. Delivery information for the Subscription Agent are listed below. If this procedure is followed, your Rights Certificate must be received by the Subscription Agent within one business day of the Notice of Guaranteed Delivery.
Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from the Subscription Agent, Broadridge Corporate Issuer Solutions, LLC, at the address, or by calling the telephone number, indicated below.
Banks, brokers, trusts, depositaries or other nominee holders of the Series C GCI Group Rights who exercise the Series C GCI Group Rights on behalf of beneficial owners of Series C GCI Group Rights will be required to certify to the Subscription Agent and the Company, in connection with any exercise of the Oversubscription Privilege, the aggregate number of Series C GCI Group Rights that have been exercised and the number of shares of Series C GCI Group Common Stock that are being subscribed for pursuant to the Oversubscription Privilege by each beneficial owner of Series C GCI Group Rights on whose behalf such nominee holder is acting. If more shares of Series C GCI Group Common Stock are subscribed for pursuant to the Oversubscription Privilege than are available for sale, such shares will be allocated, as described above, among Rightsholders of the Series C GCI Group Rights exercising their Oversubscription Privilege in proportion to the number of shares of Series C GCI Group Common Stock purchased pursuant to each such Rightsholder’s Basic Subscription Privilege.
The addresses of the Subscription Agent are as follows:
If delivering by first class mail: | If delivering by registered, certified or express mail |
Broadridge, Inc. | |
Attn: BCIS Re-Organization Dept. | Broadridge, Inc. |
P.O. Box 1317 | Attn: BCIS IWS |
Brentwood, NY 11717-0718 | 51 Mercedes Way |
| Edgewood, NY 11717 |
The telephone numbers of the Subscription Agent, for assistance concerning the method of exercising your Series C GCI Group Rights or requests for additional documentation, are as follows:
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Broadridge Corporate Issuer Solutions, LLC
Local Calls: 1-303-562-9275
Toll Free: 1-888-789-8606
The telephone numbers of the Information Agent, for any questions regarding the Rights Offering, are as follows:
D.F. King & Co., Inc.
Banks and brokers call collect: 1-646-582-2970
All others call toll free: 1-888-280-6942
If you exercise less than all of the Series C GCI Group Rights evidenced by your Rights Certificate you may either (a) check the box next to Section 2 and complete Section 2 of your Rights Certificate to direct the Subscription Agent to attempt to sell the unexercised Series C GCI Group Rights (but no fractional Series C GCI Group Rights) on your behalf (and provide an Internal Revenue Service Form W-8 or W-9, as described in Paragraph 2(a) below), (b) check the box next to Section 3 and complete Section 3 of your Rights Certificate to transfer your remaining unexercised Series C GCI Group Rights (but no fractional Series C GCI Group Rights) to a designated transferee or to assign them to a bank or broker to sell for you, or (c) check the box next to Section 4 and complete Section 4 of your Rights Certificate and the Subscription Agent will issue you a new Rights Certificate evidencing the unexercised Series C GCI Group Rights (see Paragraph 4 of these “Instructions For Use of GCI Liberty Series C GCI Group Rights Certificates”). If you choose to have any such new Rights Certificate delivered to a different address, so indicate in Section 4 of your Rights Certificate. If you choose to have a new Rights Certificate sent, you may not receive the new Rights Certificate in sufficient time to permit the exercise, assignment, transfer or sale of the Series C GCI Group Rights evidenced thereby.
If you have not indicated the number of Series C GCI Group Rights being exercised, or if you have not forwarded full payment of the Subscription Price for the number of Series C GCI Group Rights that you have indicated are being exercised, you will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Series C GCI Group Rights which may be exercised for the aggregate Subscription Price transmitted or delivered by you, and to the extent that the aggregate Subscription Price transmitted or delivered by you exceeds the product of the applicable per share Subscription Price multiplied by the number of whole Series C GCI Group Rights evidenced by the Rights Certificate(s) transmitted or delivered by you and no direction is given as to the excess (such excess being the “Subscription Excess”), you will be deemed to have exercised your Oversubscription Privilege to purchase, to the extent available, that number of whole shares of Series C GCI Group Common Stock equal to the quotient obtained by dividing the Subscription Excess by the applicable per share Subscription Price, subject to the limit on the number of shares of Series C GCI Group Common Stock available to be purchased in the Rights Offering and applicable proration.
Conditions to Completion of the Rights Offering. There are no conditions to the completion of the Rights Offering.
However, the Company has the right to terminate the Rights Offering for any reason before the Series C GCI Group Rights expire.
Delivery of Shares of Series C GCI Group Common Stock. As soon as practicable after the Expiration Time, the following deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 1 of your Rights Certificate.
Subscription Privilege. The Subscription Agent will deliver to each validly exercising Rightsholder shares of Series C GCI Group Common Stock purchased pursuant to such exercise including the number of shares of Series C GCI Group Common Stock allocated to and purchased by such Rightsholder pursuant to its Oversubscription Privilege. The Subscription Agent will effect delivery of the subscribed-for shares of Series C GCI Group Common Stock through the Subscription Agent’s book-entry registration system by mailing to each subscribing Rightsholder a statement of holdings detailing such Rightsholder’s subscribed-for shares of Series C GCI Group Common Stock and the method by which the subscribing Rightsholder may access its account and, if desired, trade its shares. See “The Rights Offering—Subscription Privileges” in the Prospectus.
Return of Excess Payments. The Subscription Agent will promptly deliver to each Rightsholder who exercises the Oversubscription Privilege any excess funds tendered, without interest or deduction, in payment of the Subscription Price for
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each share of Series C GCI Group Common Stock that is subscribed for by, but not allocated to, such Rightsholder pursuant to the Oversubscription Privilege.
| 2. | SELL YOUR RIGHTS (Section 2 of the Rights Certificate). |
You must have your order to sell your Series C GCI Group Rights to the Subscription Agent before 11:00 a.m., New York City time, on the fourth business day before the Expiration Time (which is December 11, 2025, unless the Expiration Time is extended).
If the Subscription Agent cannot sell your Series C GCI Group Rights by 5:00 p.m., New York City time, on the third business day before the Expiration Time, the Subscription Agent will return your rights certificate to you by overnight delivery. We encourage you to review the discussion in the Prospectus under the heading “The Rights Offering—Method of Transferring and Selling Series C GCI Group Rights—Sales of Series C GCI Group Rights Through the Subscription Agent.” Deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 2 of your Rights Certificate.
Failure to provide a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable, may result in the imposition of backup withholding (currently at a rate of 24%).
Promptly following the Expiration Time, the Subscription Agent will send the holder a check for the net proceeds from the sale of any Series C GCI Group Rights sold, reduced by any applicable tax withholding (including backup withholding). The aggregate fees charged by the Subscription Agent for selling Series C GCI Group Rights will be deducted from the aggregate sale price for all such Series C GCI Group Rights in determining the weighted average net sale price of all such Series C GCI Group Rights. The Subscription Agent’s obligation to execute sell orders is subject to its ability to find buyers for the Series C GCI Group Rights. NO ASSURANCE CAN BE GIVEN THAT A MARKET WILL DEVELOP OR BE MAINTAINED FOR THE SERIES C GCI GROUP RIGHTS OR THAT THE SUBSCRIPTION AGENT WILL BE ABLE TO SELL ANY SERIES C GCI GROUP RIGHTS.
You must have your order to sell your Series C GCI Group Rights to the Subscription Agent before 11:00 a.m., New York City time, on the fourth business day before the Expiration Time (which is December 11, 2025, unless the Expiration Time is extended).
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If the Subscription Agent cannot sell your Series C GCI Group Rights by 5:00 p.m., New York City time, on the third business day before the Expiration Time, the Subscription Agent will return your rights certificate to you by overnight delivery. We encourage you to review the discussion in the Prospectus under the heading “The Rights Offering—Method of Transferring and Selling Series C GCI Group Rights—Sales of Series C GCI Group Rights Through the Subscription Agent.” Deliveries and payments will be made to the address shown on the face of your Rights Certificate unless you provide instructions to the contrary in Section 2 of your Rights Certificate.
| 3. | TRANSFER OF ALL OR LESS THAN ALL UNEXERCISED SERIES C GCI GROUP RIGHTS TO ONE OR MORE DESIGNATED TRANSFEREES (Section 3 of the Rights Certificate). |
If you wish to transfer any of your Series C GCI Group Rights, you must have your order to transfer such Series C GCI Group Rights to the Subscription Agent by the fourth business day prior to the Expiration Time (which is December 11, 2025, unless the Expiration Time is extended).
If you wish to transfer any of your Series C GCI Group Rights, you must have your order to transfer such Series C GCI Group Rights to the Subscription Agent by the fourth business day prior to the Expiration Time (which is December 11, 2025, unless the Expiration Time is extended).
| 4. | TO HAVE A SERIES C GCI GROUP RIGHTS CERTIFICATE DIVIDED INTO SMALLER DENOMINATIONS. |
Send your Rights Certificate, together with complete separate instructions (including specification of the denominations into which you wish your Series C GCI Group Rights to be divided), signed by you, to the Subscription Agent, allowing a sufficient amount of time for new Rights Certificates to be issued and returned so that they can be used prior to the Expiration Time. Alternatively, you may assign your unexercised Series C GCI Group Rights to a bank or broker to effect such actions on your behalf. Your signature must be guaranteed by an Eligible Institution if any of the new Rights Certificates are to be issued in a name other than that in which the old Rights Certificate was issued. Series C GCI Group Rights Certificates may not be divided into fractional Series C GCI Group Rights, and any instruction to do so will be rejected. As a result of delays in the mail, the time of the transmittal, the necessary processing time and other factors, you or your transferee may not receive such new Rights Certificate(s) in time to enable the Rightsholder to complete a sale, exercise or transfer by the Expiration Time. Neither the Company nor the Subscription Agent will be liable to either a transferor or transferee for any such delays.
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If you choose to have a new Rights Certificate sent, you may not receive the new Rights Certificate in sufficient time to permit the exercise, assignment, transfer or sale of the Series C GCI Group Rights evidenced thereby.
| 5. | EXECUTION. |
| 6. | METHOD OF DELIVERY. |
The method of delivery of Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk of the Rightsholder, but, if sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and the clearance of any checks sent in payment of the Subscription Price prior to the Expiration Time. If paying by uncertified personal check, please note that the funds paid thereby may take approximately five business days to clear. Accordingly, if you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials by December 10, 2025 (at least five business days prior to the Expiration Time). Rightsholders who wish to pay the Subscription Price by means of wire transfer are urged to contact the Subscription Agent at 1-888-789-8606 to advise the Subscription Agent of their intent to wire funds before sending their wire and to obtain wire instructions. This will ensure prompt and accurate credit upon receipt of such wire. Please contact the Subscription Agent for further information.
| 7. | SPECIAL PROVISIONS RELATING TO THE DELIVERY OF SERIES C GCI GROUP RIGHTS THROUGH THE DEPOSITORY TRUST COMPANY. |
If you are a broker, a dealer, a trustee or a depositary for securities who holds shares of Series A GCI Group Common Stock, Series B GCI Group Common Stock or Series C GCI Group Common Stock for the account of others as a nominee holder, you may, upon proper showing to the Subscription Agent, exercise your beneficial owners’ Basic Subscription Privilege and Oversubscription Privilege through The Depository Trust Company (“DTC”). You may exercise Series C GCI Group Rights held through DTC through DTC’s PSOP Function on the “agents subscription over PTS” procedures and instructing DTC to charge the applicable DTC account for the Subscription Price and to deliver such amount to the Subscription Agent. DTC must receive the subscription instructions and payment for the new shares by the Expiration Time unless guaranteed delivery procedures are utilized.
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