Proposed Exemption From Certain Prohibited Transactions Involving GCI Communication Corporation (GCI or the Applicant) Located in Anchorage, Alaska

Issuing agencies

Abstract

This proposed exemption would permit the GCI 401(k) Plan's (the Plan's) prior acquisition and holding of rights to purchase shares of GCI Liberty, Inc. Series C GCI Group Common Stock (the Rights). Absent an exemption, these transactions would be prohibited by the Employee Retirement Income Security Act of 1974 (ERISA) and/or the Internal Revenue Code of 1986 (the Code).

Full Text

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<title>Federal Register, Volume 91 Issue 199 (Friday, October 16, 2026)</title>
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[Federal Register Volume 91, Number 199 (Friday, October 16, 2026)]
[Notices]
[Pages 65780-65785]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21159]


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DEPARTMENT OF LABOR

Employee Benefits Security Administration

[Exemption Application No. D-12129]


Proposed Exemption From Certain Prohibited Transactions Involving 
GCI Communication Corporation (GCI or the Applicant) Located in 
Anchorage, Alaska

AGENCY: Employee Benefits Security Administration, Labor.

ACTION: Notice of proposed exemption.

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SUMMARY: This proposed exemption would permit the GCI 401(k) Plan's 
(the Plan's) prior acquisition and holding of rights to purchase shares 
of GCI Liberty, Inc. Series C GCI Group Common Stock (the Rights). 
Absent an exemption, these transactions would be prohibited by the 
Employee Retirement Income Security Act of 1974 (ERISA) and/or the 
Internal Revenue Code of 1986 (the Code).

DATES: 
    Exemption date: If granted, the exemption will be in effect from 
November 25, 2025, through December 17, 2025.
    Comments due: Written comments and requests for a public hearing on 
the proposed exemption must be received by the Department by November 
30, 2026.

ADDRESSES: All written comments and requests for a hearing must be 
submitted to the Employee Benefits Security Administration (EBSA), 
Office of Exemption Determinations, Attention: Application No. D-12129:
    <bullet> via email to <a href="/cdn-cgi/l/email-protection#adc880e2e8e9edc9c2c183cac2db"><span class="__cf_email__" data-cfemail="4421690b010004202b286a232b32">[email&#160;protected]</span></a>; or
    <bullet> Electronically at <a href="https://www.regulations.gov">https://www.regulations.gov</a>. Follow the 
``Submit a comment'' instructions.
    Any such comments or requests must be received by the end of the 
scheduled comment period. The application for exemption and the 
comments received will be available for public inspection in the Public 
Disclosure Room of the Employee Benefits Security Administration, U.S. 
Department of Labor, Room N-1515, 200 Constitution Avenue NW, 
Washington, DC 20210 1-866-444-3272. See SUPPLEMENTARY

[[Page 65781]]

INFORMATION below for additional information regarding comments.

FOR FURTHER INFORMATION CONTACT: Ms. Blessed Chuksorji-Keefe of the 
Department at <a href="/cdn-cgi/l/email-protection#3f7c574a544c504d5556117d535a4c4c5a5b7f5b505311585049"><span class="__cf_email__" data-cfemail="d497bca1bfa7bba6bebdfa96b8b1a7a7b1b094b0bbb8fab3bba2">[email&#160;protected]</span></a>.

SUPPLEMENTARY INFORMATION: Comments: Persons are encouraged to submit 
all comments electronically and not to follow with paper copies. 
Comments should state the nature of the person's interest in the 
proposed exemption and how the person would be materially affected by 
the exemption, if granted. Any person who may be materially affected by 
an exemption can request a hearing on the exemption if their request 
includes: (1) the name, address, telephone number, and email address of 
the person making the request; (2) the nature of the person's interest 
in the exemption and the manner in which they would be materially 
affected by the exemption; and (3) a statement of the issues to be 
addressed and a general description of the evidence to be presented at 
the hearing. The Department will grant a request for a hearing made in 
accordance with the requirements above when the Department finds that a 
hearing is necessary to fully explore material factual issues 
identified by the requestor, and the Department will publish a hearing 
notice in the Federal Register. The Department may decline to hold a 
hearing if it finds that: (1) the request for the hearing does not meet 
the requirements stated above; (2) the only issues identified for 
exploration at the hearing are matters of law; or (3) the factual 
issues identified in the request can be fully explored through the 
submission of evidence in written (including electronic) form.
    Warning: The Department will include all comments received in the 
public record without change and will make them available online at 
<a href="https://www.regulations.gov">https://www.regulations.gov</a>. The Department notes that it will include 
any personal information provided in the public record and online, 
unless the commenter claims any of the information included is 
confidential or the disclosure of such information is restricted by 
statute. If you submit a comment, EBSA recommends that you include your 
name and other contact information in the body of your comment, but DO 
NOT submit information that you consider to be confidential, or 
otherwise protected (such as a Social Security number or an unlisted 
phone number) and confidential business information that you do not 
want publicly disclosed. If EBSA cannot read your comment due to 
technical difficulties and cannot contact you for clarification, EBSA 
might not be able to consider your comment.
    Additionally, the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website is an 
``anonymous access'' system, which means EBSA will not know your 
identity or contact information unless you provide that information in 
the body of your comment. If you send an email directly to EBSA without 
going through <a href="https://www.regulations.gov">https://www.regulations.gov</a>, your email address will be 
automatically captured and included as part of the comment that is 
placed in the public record and made available on the internet.
    The Department is proposing this exemption under ERISA section 
408(a) and Code section 4975(c)(2) and in accordance with the 
Department's exemption procedures regulation.\1\ If granted, the 
exemption would not provide relief from any violation of law not 
expressly identified herein, including, but not limited to, ERISA 
section 404.
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    \1\ 29 CFR part 2570, subpart B (89 FR 4662 (Jan. 24, 2024)). 
Effective December 31, 1978, section 102 of the Reorganization Plan 
No. 4 of 1978, which Congress subsequently ratified in 1984 (Sec. 1, 
Pub. L. 98-532, 98 Stat. 2705 (Oct. 19, 1984)), transferred the 
authority of the Secretary of the Treasury to issue administrative 
exemptions under the Code Section 4975(c)(2) to the Secretary of 
Labor. Accordingly, the Department is proposing this exemption under 
its sole authority. Any references hereinafter to sections of ERISA 
shall be deemed to refer to the corresponding sections of the Code, 
unless indicated otherwise.
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    Benefits of the Proposed Exemption: The Plan realized a net benefit 
of $133,642.80 from the sale of the Rights and did not bear any costs 
in connection with the acquisition and holding of the Rights or for the 
engagement of Newport Trust Company, LLC (Newport) as qualified 
independent fiduciary.

Summary of Facts and Representations <SUP>2</SUP>
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    \2\ The Summary of Facts and Representations is based on the 
Applicant's representations and does not reflect factual findings or 
opinions of the Department, unless indicated otherwise. The 
Department notes that the availability of this exemption, if 
granted, is subject to the express condition that the material facts 
and representations made by the Applicant in Application D-12129 are 
true and complete, and accurately describe all material terms of the 
transactions covered by the exemption at all times. If there is any 
material change in a transaction covered by the exemption, or in a 
material fact or representation described in the application, the 
exemption may cease to be effective, with such determination made at 
the Department's sole discretion. See 29 CFR 2570.49.
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Background

    1. The Plan. GCI Communication (GCI) sponsors the Plan, which is a 
defined contribution individual account plan. The GCI 401(k) Plan 
Committee (the Committee) has the power and authority to act as plan 
administrator and is the named fiduciary with respect to the Plan. As 
of November 24, 2025, the Plan had 1,839 participants and 
$473,822,085.61 in total assets, including 66,153 shares of Series C 
GCI Group Common Stock of GCI Liberty (the Series C Stock). As of 
November 24, 2025, the Plan's Series C Stock had a fair market value of 
$2,415,907.56, representing approximately 0.5% of the Plan's total 
assets and 0.26% of GCI Liberty's 24,684,328 outstanding shares of 
Series C Stock.\3\
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    \3\ Plan participants are restricted from directing future 
contributions, including loan repayments, and investment exchanges 
in the Plan to Series C Stock. However, Plan participants are 
permitted to divest their Plan account Series C Stock holdings and 
re-invest in other investment options available under the Plan.
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The Rights Offering

    2. On November 5, 2025, GCI Liberty, Inc. (GCI Liberty) announced 
its intent to conduct a Rights offering. Under the terms of the Rights 
Offering, each holder of GCI Group Common Stock, as of 5:00 p.m. New 
York City time on November 24, 2025, the record date for the Rights 
Offering (the Record Date), received 0.3838 of a Right for each share 
of such stock owned by the holder. A total of 11,059,127 Rights to 
purchase 11,059,127 shares of Series C Stock were issued in the Rights 
Offering.
    3. Each Right entitled the holder to acquire one share of Series C 
Stock at a subscription price of $27.20, which was equal to an 
approximate 20% discount to the volume-weighted average trading price 
(VWAP) of Series C Stock for the ten-day trading period ending on and 
including November 21, 2025. Rights could only be exercised in whole 
numbers under both the basic and oversubscription privileges; no 
fractional shares of Series C Stock or cash in lieu of fractional 
shares of Series C Stock were issued in the Rights Offering. All 
eligible holders held the Rights until such Rights expired, were 
exercised, or were sold. A holder had the ability to exercise some, 
all, or none of its Rights.
    4. The Rights Offering began November 25, 2025, and lasted through 
December 17, 2025. As described further below, the Plan received 25,390 
Rights and all of the Rights were subsequently sold in ``blind 
transactions'' on the NASDAQ Global Select Market on December 1, 2025, 
realizing an average selling price of $5.26 per Right.

ERISA Analysis

    5. The Plan's acquisition of the Rights and holding of the Rights 
violated certain provisions of ERISA. In this

[[Page 65782]]

regard, ERISA section 406(a)(1)(E) provides that a fiduciary with 
respect to a plan shall not cause the plan to engage in a transaction 
if they know or should know that such transaction constitutes the 
acquisition, on behalf of the plan, of any employer security in 
violation of ERISA section 407(a). GCI Liberty is a party in interest 
with respect to the Plan under ERISA section 3(14)(E) because it is the 
owner of 50% or more of an employer of employees covered by the Plan. 
In addition, ERISA section 406(a)(2) provides that a fiduciary of a 
plan shall not permit the plan to hold any employer security if they 
know or should know that holding such security violates ERISA section 
407(a).\4\
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    \4\ ERISA section 407(a)(1)(A) provides that a plan may not 
acquire or hold any employer security which is not a qualifying 
employer security.
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    6. The Applicant states that, because the Plan was a holder of 
record of Series C Stock issued by GCI Liberty on the date the Rights 
were acquired by the Plan, the acquisition and holding of the Rights by 
the Plan was an acquisition and holding of an employer security as 
defined under ERISA section 407(d)(1).\5\ The Applicant represents that 
since the Rights did not constitute either stock or marketable 
obligations for indebtedness, the Rights were not qualifying employer 
securities under ERISA section 407(d)(5).\6\ Therefore, the acquisition 
and holding of the Rights violated ERISA section 406(a)(1)(E), 
406(a)(2), and section 407(a) because the Rights are considered non-
qualifying employer securities.\7\
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    \5\ ERISA section 407(d)(1) defines the term ``employer 
securities,'' in relevant part, as securities issued by an employer 
of employees covered by the plan, or by an affiliate of such 
employer.
    \6\ ERISA section 407(d)(5) provides, in relevant part, that 
``qualifying employer securities'' are stock or marketable 
obligations.
    \7\ According to the Applicant, Newport sold the Rights on the 
NASDAQ Global Select Market in ``blind transactions,'' and the sales 
do not constitute prohibited transactions under ERISA section 
406(a)(1)(A). Therefore, the Applicant is not requesting an 
exemption from ERISA section 406(a)(1)(A) for the sales of the 
Rights on behalf of the Plan.
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Independent Fiduciary

    7. The Committee selected Newport to act as the independent 
fiduciary on behalf of the Plan in connection with the Rights Offering, 
after diligent review of its technical training and proficiency with 
respect to ERISA, the Code, and the specific details of the exemption 
transaction, as well as the sufficiency of Newport's fiduciary 
liability insurance. Newport's responsibilities include, among other 
things, determining whether and when to exercise or sell the Plan's 
Rights and satisfying any applicable conditions in the requested 
exemption.
    8. Newport represents that it understands and acknowledges its 
duties and responsibilities under ERISA in acting as a fiduciary on 
behalf of the Plan in connection with the Rights Offering. Newport 
represents that it is independent of and unrelated to GCI and its 
affiliates, which include GCI Liberty, and that it did not directly or 
indirectly receive any compensation or other consideration for its own 
account in connection with the Rights Offering, except compensation 
from GCI for performing services described in the engagement letter. 
Newport represents further that it has no material conflicts of 
interest with respect to the exemption transaction and is not acting as 
an agent or representative of GCI or the Committee, nor does it have 
any conflicts of interest that could affect the exercise of its best 
judgment as a fiduciary. Newport represents that the revenue it 
received, or expects to receive, pursuant to the engagement letter does 
not exceed more than two percent of its gross revenues for the current 
Federal income tax year.

Disposition of the Rights: Sale Directed by the Independent Fiduciary

    9. On November 26, 2025, the Plan provided notice to participants 
who held investments in Series C Stock, as of the Record Date of the 
Rights Offering. The notice consisted of a letter describing that 
Newport would exercise discretionary authority with respect to the 
holding, exercise, sale or other disposition of the Rights as 
independent fiduciary for the Plan and explained how proceeds from the 
sale of Rights would be invested, along with the prospectus describing 
the Rights Offering.
    10. Newport represents that it conducted a due diligence process in 
evaluating the Rights Offering on behalf of the Plan and considered 
several options regarding the holding and/or disposition of the Rights 
on behalf of Plan participants: (a) continue holding the Rights within 
the Plan; (b) exercising all of the Rights to acquire Series C Stock; 
(c) exercising all of the Rights to acquire Series C Stock and then 
participate in the oversubscription privilege to acquire more Series C 
Stock; (d) selling all of the Rights on the NASDAQ Global Select Market 
at the prevailing market price; or (e) selling a portion of the Rights 
and using the proceeds to exercise the remaining Rights to purchase 
Series C Stock.
    11. Newport represents that it could not exercise all of the Rights 
held by the Plan because, as is typical with participant-directed 
individual account plans, the Plan did not maintain significant pools 
of uninvested cash that could be used to purchase the additional shares 
of Series C Stock. Exercising all of the Rights therefore would have 
required the liquidation of other investments held within participant 
accounts to generate the cash necessary for the purchase of the 
additional shares of Series C Stock. Doing so would have been 
inconsistent with the provisions of the Plan calling for individually 
directed investment of participant accounts. The process also would 
have taken several days and therefore would have exposed the Plan to 
the market risk if the price of the Rights and/or the Series C Stock 
decreased. Finally, Newport decided not to continue to hold the Rights 
within the Plan because the Plan would not have realized any value from 
the Rights when they expired.
    12. Further, Newport determined that selling some of the Rights to 
raise cash and exercising the remaining Rights would expose the Plan to 
significant risk and uncertainty. As described above, the process of 
exercising the Rights would take several days and expose the Plan to 
market risk if the price of the Rights and Series C Stock declined. The 
fact that this approach was a two-step process would exacerbate that 
risk. Due to this uncertainty, Newport elected not to sell some of the 
Rights and exercise others.
    13. Instead, Newport decided to sell all the Rights to quickly 
capture the value and deposit the proceeds in participant accounts. 
Newport represents that although the Plan would incur some transaction 
costs through this option ($0.029 per Right traded), selling the Rights 
was prudent given that the Plan did not hold sufficient cash to 
exercise the Rights and the other options carried too many risks. 
Newport concluded that selling the Rights was in the interests of the 
Plan and the Plan's participants and beneficiaries, and protective of 
the rights of such participants and beneficiaries.
    14. According to the Applicant, Fidelity informed Newport at 11:46 
a.m. on December 1, 2025 that the Rights had been delivered to the 
Plan. The Applicant represents that Newport's goal in selling the 
Rights was to dispose of them in a timely manner at the best available 
market prices so that the maximum amount of cash proceeds could quickly 
be reallocated to participant accounts within the Plan. In addition, 
Newport represents that it was careful to avoid negatively impacting 
the market price of the Rights through the sale activity. Pursuant to 
Newport's

[[Page 65783]]

direction, all of the Plan's 25,390 Rights were sold in blind 
transactions on the NASDAQ Global Select Market on December 1, 2025, 
realizing an average selling price of $5.26 per Right.\8\
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    \8\ Newport represents that, over the course of the 14-day 
trading period for the Rights Offering, the Rights traded between a 
low of $3.05 and a high of $9.92. The VWAP of the Rights over that 
period was $5.02, or approximately $0.24 cents lower than the 
average sale price for the Plan.
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    15. The Applicant represents that no brokerage fees, commissions, 
subscription fees, or other charges were paid by the Plan with respect 
to the acquisition and holding of the Rights. Newport selected Fidelity 
Capital Markets, a division of National Financial Services, LLC, to 
execute the trades for the sale of the Rights issued to the Plan.\9\ In 
connection with the sale of the Rights, the Plan paid $736.31 in 
commissions. The Plan did not incur SEC fees.
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    \9\ Fidelity Capital Markets is not affiliated with Newport, 
GCI, or GCI Liberty. Newport represents that it had previously held 
discussions with Fidelity regarding the trading mechanics and 
expectations for a prompt and orderly sale program. Further, Newport 
states that it chose to use Fidelity as the broker for the sale 
program based on its confidence in their execution ability and their 
preexisting relationship with the Plan.
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    16. The Plan received total net proceeds of $133,642.80 which were 
invested in accordance with Plan participants' elections for the 
investment of their contributions to the Plan, or if the participants 
had not made investment elections, in the Plan's default investment 
vehicle. Newport determined on behalf of the Plan that Plan 
participants received at least the fair market value for the sale of 
the Rights.

Merits of the Exemption

    17. The Applicant states that the Plan's acquisition of the Rights 
resulted from an independent act of GCI Liberty as a corporate entity, 
and all holders of its GCI Group Common Stock, including the Plan, were 
issued the same proportionate number of Rights based on the number of 
shares of such stock held by each holder, without any charge, fee, or 
commission. Furthermore, all holders of GCI Group Common Stock were 
treated in a like manner, with the exception that Plan participants 
were not entitled to direct the holding and exercise of the Rights 
received by the Plan. Finally, the Plan's acquisition of the Rights was 
on the same terms and in the same manner as the acquisition of Rights 
by all holders of GCI Group Common Stock and was consistent with 
provisions of the Plan for the individually-directed investment of 
participant accounts.
    18. The Applicant states that in order to realize the value in 
these Rights, the Rights were permitted to be accepted into the Plan, 
held, and disposed of. Moreover, the Plan realized a net benefit of 
$133,642.80 from the sale of the Rights, inclusive of costs equal to 
$736.31 in commissions paid to an independent third party. The Plan did 
not bear any costs in connection with the acquisition and holding of 
the Rights, for the engagement of Newport as qualified independent 
fiduciary, and for the preparation and submission of the exemption 
application.
    19. The Applicant represents that it is requesting retroactive 
relief because the appropriate reviews and approvals to file an 
application needed to be completed after the Rights Offering concluded. 
Therefore, the Applicant requests retroactive relief to cover the 
period of the Rights Offering, which began November 25, 2025 and lasted 
through December 17, 2025.

The Department's Statutory Findings

    The Department has tentatively made the following required findings 
under ERISA section 408(a) with respect to the proposed exemption:
    20. Administratively Feasible. The Department has tentatively 
determined that the proposed exemption is administratively feasible 
because the transactions were self-executing without any required 
oversight or intervention by the Department; and because the 
transactions are completed, there is no continued monitoring or other 
involvement required on behalf of the Department.
    21. In the Interest of the Plan and its Participants and 
Beneficiaries. The Department has tentatively determined that the 
proposed exemption is in the interest of the Plan and its participants 
and beneficiaries because, among other things, the Rights were 
automatically issued at no cost to all holders of GCI Group Common 
Stock as of the Record Date, including the Plan. The exemption would 
permit the Plan to hold and dispose of the Rights, realizing their 
value through the sale of the Rights on the open market.
    22. Protective of the Rights of Plan Participants and 
Beneficiaries. The Department has tentatively determined that the 
proposed exemption is protective of the rights of the Plan's 
participants and beneficiaries because, among other things, the Plan 
obtained the Rights as a result of an independent act of GCI Liberty as 
a corporate entity and without any participation on the part of the 
Plan; and all decisions regarding the disposition of the Rights were 
made by Newport, an independent fiduciary required to act solely in the 
interest of the participants of the Plan. Finally, the Plan paid no 
charges, fees or commissions in connection with the acquisition or 
holding of the Rights, although commissions were paid to third parties 
by the Plan in connection with the sale of the Rights.
    23. The Department notes that this exemption requires that the 
material facts and representations set forth in the Summary of Facts 
and Representations must be true and accurate at all times, and the 
Plan must retain for six years the records necessary for the Department 
to ascertain whether the conditions for relief have been adhered to.

Notice to Interested Persons

    The Applicant will provide notification to interested persons 
(NTIP) as agreed to with the Department, by providing notice to all 
Plan participants who held investments in Series C Stock under the Plan 
as of the Record Date for the Rights Offering by first class U.S. mail 
to the last known address of such participants within 15 days after the 
Department's publication of the notice of proposed exemption in the 
Federal Register. The NTIP will include a copy of the notice of 
proposed exemption, as it appears in the Federal Register, plus a copy 
of the Supplemental Statement required pursuant to 29 CFR 
2570.43(a)(2), which advises interested persons of their right to 
comment and to request a hearing. The Department will not consider 
comments and requests for a hearing received by the Department after 45 
days of the publication of the notice of proposed exemption in the 
Federal Register.
    All comments will be made available to the public.
    Warning: Do not include any personally identifiable information 
(such as name, address, or other contact information) or confidential 
business information that you do not want publicly disclosed. All 
comments become part of the disclosable administrative record. Further, 
comments may be posted on the internet and can be retrieved by most 
internet search engines.

General Information

    The attention of interested persons is directed to the following:
    (1) The fact that a transaction is the subject of an exemption 
under ERISA section 408(a) and/or Code section 4975(c)(2) does not 
relieve a fiduciary or other party in interest or disqualified person 
from certain other provisions of ERISA and/or the Code, including any 
prohibited transaction provisions to

[[Page 65784]]

which the exemption does not apply and the general fiduciary 
responsibility provisions of ERISA section 404, which, among other 
things, require a fiduciary to discharge their duties respecting the 
plan solely in the interest of the plan and its participants and 
beneficiaries and in a prudent manner in accordance with ERISA section 
404(a)(1)(B); nor does it affect the requirement of Code section 401(a) 
that the plan must operate for the exclusive benefit of the employees 
of the employer maintaining the plan and their beneficiaries;
    (2) Before an exemption may be granted under ERISA section 408(a) 
and/or Code section 4975(c)(2), the Department must find that the 
exemption is administratively feasible, in the interests of the plan 
and of its participants and beneficiaries, and protective of the rights 
of plan participants and beneficiaries;
    (3) The proposed exemption, if granted, would be supplemental to, 
and not in derogation of, any other provisions of ERISA and/or the 
Code, including statutory or administrative exemptions and transitional 
rules. Furthermore, the fact that a transaction is subject to an 
administrative or statutory exemption is not dispositive of whether the 
transaction is, in fact, a prohibited transaction; and
    (4) The proposed exemption, if granted, would be subject to the 
express condition that the material facts and representations contained 
in the application are true and complete at all times and that the 
application accurately describes all material terms of the transactions 
which are the subject of the exemption.

Proposed Exemption

    The Department is considering granting an exemption under the 
authority of ERISA section 408(a) and Code section 4975(c)(2) in 
accordance with Department's exemption procedures regulation.\10\ 
Effective December 31, 1978, section 102 of Reorganization Plan No. 4 
of 1978, which Congress subsequently ratified in 1984 (Sec. 1, Pub. L. 
98-532, 98 Stat. 2705 (Oct. 19, 1984)), transferred the authority of 
the Secretary of the Treasury to issue exemptions of the type requested 
to the Secretary of Labor. Therefore, this notice of proposed exemption 
is issued solely by the Department.
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    \10\ 29 CFR part 2570, subpart B (89 FR 4662 (Jan. 24, 2024)). 
For purposes of this proposed exemption, references to ERISA section 
406, unless otherwise specified, should be read to refer as well to 
the corresponding provisions of Code section 4975.
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Section I. Transactions

    This exemption would provide relief from the prohibited 
transactions provisions of ERISA sections 406(a)(1)(E), 406(a)(2), and 
407(a)(1)(A), and the excise tax imposed by Code section 4975(a) and 
(b) by reason of Code section 4975(c)(1)(E), for the period beginning 
November 25, 2025, and ending December 17, 2025, with respect to:
    (a) The acquisition by the GCI 401(k) Plan (the Plan) of rights to 
acquire shares of GCI Liberty, Inc. Series C GCI Group Common Stock 
(the Rights), pursuant to a Rights Offering by GCI Liberty, Inc. (GCI 
Liberty); and
    (b) the holding of the Rights by the Plan, provided that the 
conditions set forth in Section II are satisfied.

Section II. Conditions

    (a) The Plan's acquisition of the Rights resulted solely from an 
act of GCI Liberty as an independent corporate entity, without the 
exercise of any fiduciary discretion on the part of the Committee or 
other Plan fiduciaries;
    (b) All holders of GCI Group Common Stock, including the Plan, were 
issued the same proportionate number of Rights based on the number of 
shares of such stock held by each holder and were treated in a like 
manner, with the exception that Plan participants were not entitled to 
direct the holding and exercise of the Rights received by the Plan;
    (c) The Plan's acquisition of the Rights was on the same terms and 
in the same manner as the acquisition of Rights by all holders of GCI 
Group Common Stock and was consistent with provisions of the Plan for 
the individually-directed investment of participant accounts;
    (d) The Committee retained an Independent Fiduciary, Newport, to 
act on behalf of the Plan with respect to the holding and disposition 
of the Rights in accordance with the Plan provisions. In connection 
with the Rights Offering, Newport took the following actions:
    (1) Acted prudently in accordance with ERISA section 404, with 
respect to the transactions described in this proposed exemption, 
including the determination on behalf of the Plan that the Plan's 
acquisition, holding, and sale of the Rights could proceed;
    (2) Prudently determined to sell the Rights in blind transactions 
on the NASDAQ Global Select Market;
    (3) Determined that the Plan's participants received at least the 
fair market value for the sale of the Rights;
    (e) The Independent Fiduciary's engagement agreement to provide 
services in connection with any transaction described in this exemption 
did not: (1) contain any provisions that violate ERISA section 410; (2) 
include any provision that provides for the direct or indirect 
indemnification or reimbursement of the Independent Fiduciary by the 
Plan or other party for any failure to adhere to its contractual 
obligations or to state or Federal laws applicable to the Independent 
Fiduciary's work; or (3) waive any rights, claims, or remedies of the 
Plan under ERISA, state, or Federal law against the Independent 
Fiduciary with respect to any transaction described in this exemption;
    (f) The Plan did not pay any brokerage fees, commissions, 
subscription fees, or other charges in connection with the acquisition 
and holding of the Rights; and in connection with the sale of the 
Rights, the Plan only paid $736.31 in commissions to an unaffiliated, 
third-party broker, and the Plan did not incur Securities and Exchange 
Commission fees;
    (g) The Plan did not pay any fees in connection with the 
preparation or submission of the Applicant's request for this 
exemption;
    (h) GCI Liberty must maintain for a period of six (6) years from 
the date of the publication of the granted exemption in the Federal 
Register, in a manner that is convenient and accessible for audit and 
examination, the records necessary to enable the persons described in 
paragraphs (i)(1)-(4) below to determine whether conditions of this 
exemption have been met, except that (A) a prohibited transaction will 
not be considered to have occurred if, due to circumstances beyond the 
control of GCI Liberty, the records are lost or destroyed prior to the 
end of the six-year period, and (B) no party in interest other than GCI 
Liberty shall be subject to the civil penalty that may be assessed 
under ERISA section 502(i) if the records are not maintained, or are 
not available for examination as required by paragraph (i) below;
    (i) Notwithstanding any provisions of subsections (a)(2) and (b) of 
ERISA section 504, the records referred to in paragraph (h) above shall 
be unconditionally available at their customary location during normal 
business hours to:
    (1) any duly authorized employee or representative of the 
Department or the Internal Revenue Service;
    (2) any fiduciary of the Plan or any duly authorized representative 
of such fiduciary;
    (3) any participant or beneficiary of the Plan, or any duly 
authorized

[[Page 65785]]

representative of such participant or beneficiary; and
    (4) GCI Liberty or any duly authorized representative of GCI 
Liberty;
    (j) For a period of six (6) years from the date of the publication 
of the granted exemption in the Federal Register, the Plan must provide 
to the Department the records necessary to demonstrate that the 
conditions of this exemption have been met, within 30 days from the 
date the Department requests such records; and
    (k) All of the material facts and representations made by the Plan 
that are set forth in the Summary of Facts and Representations are true 
and accurate at all times. If there is any material change in a 
transaction covered by the exemption, or in a material fact or 
representation described by the Applicant in the application, the 
exemption will cease to apply as of the date of the change.
    Exemption Date: If granted, the proposed exemption will be 
effective for the period November 25, 2025 through December 17, 2025.

    Signed at Washington, DC, this 29th day of September, 2026.
Christopher Motta,
Acting Director, Office of Exemption Determinations, Employee Benefits 
Security, Administration, U.S. Department of Labor.
[FR Doc. 2026-21159 Filed 10-15-26; 8:45 am]
BILLING CODE 4510-29-P


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