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 www.regulations.gov. 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 www.regulations.gov 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 www.regulations.gov, 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.

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 ^[2]

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]

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 ( printed 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]

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]

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 ( printed 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]

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.

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 ( printed 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.

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 ( printed 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.

91 FR 65780