GCI Liberty Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(
(Registrant's telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| The | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective May 21, 2026, Liberty Capital Corporation (formerly known as GCI Liberty, Inc., the “Company”) amended its Amended and Restated Articles of Incorporation to change its name from “GCI Liberty, Inc.” to “Liberty Capital Corporation” (the “Articles Amendment”). In addition, the Company amended its Amended and Restated Bylaws (the “Bylaws Amendment”), also effective May 21, 2026, to reflect the name change.
The name change does not affect the rights of the Company’s security holders or the trading symbols of the Company’s issued and outstanding common stock. The Company’s Series A GCI Group common stock and Series C GCI Group common stock will continue to trade on the Nasdaq Global Select Market under the symbols “GLIBA” and “GLIBK,” respectively, and the Company’s Series B GCI Group common stock will continue to be quoted on the OTC Markets under the symbol “GLIBB”. In addition, the CUSIP numbers for the Company’s Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock will remain unchanged.
The foregoing descriptions of the Articles Amendment and the Bylaws Amendment are subject to, and qualified in their entirety by, the Articles Amendment and the Bylaws Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On May 21, 2026, the Company issued a press release regarding the name change.
This Item 7.01 and the press releases attached hereto as Exhibits 99.1 and 99.2 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
| ITEM 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit | ||
| Number | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company | |
| 3.2 | Amended and Restated Bylaws of the Company, as amended effective on May 21, 2026 | |
| 99.1 | Press Release, dated May 21, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY CAPITAL CORPORATION | ||
| By | /s/ Brittany A. Uthoff | |
| Name: | Brittany A. Uthoff | |
| Date: May 21, 2026 | Title: | Vice President and Assistant Secretary |