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Atlanta Braves Holdings Inc

For the period ended Jun 10, 2025. Filed Apr 24, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2025 · Filed Apr 24, 2025

BATRA$55.43+0.9%Stored close · as of Nov 6, 2026
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APPENDIX A

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Appendix A

Appendix A

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Reconciliation of Adjusted OIBDA to Operating Income (Loss)

To provide investors with additional information regarding our financial results, this Proxy Statement includes a presentation of Adjusted OIBDA, which is a non-GAAP financial measure, for ABH together with reconciliations to operating income, as determined under GAAP. The Company defines “Adjusted OIBDA” as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges, if applicable. However, the Company’s definition of Adjusted OIBDA may differ from similarly titled measures disclosed by other companies.

The Company believes Adjusted OIBDA is an important indicator of the operational strength and performance of its businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by (used in) operating activities and other measures of financial performance prepared in accordance with GAAP.

The following table provides a reconciliation of Adjusted OIBDA for the Company and Braves Holdings to operating income (loss) calculated in accordance with GAAP for the three and twelve months ended December 31, 2023, and December 31, 2024.

​ · ​ · ​ · ​ · Three months ended December 31, · ​ · ​ · Twelve months ended December 31, · ​
​ · (amounts in thousands) · ​ · ​ · 2023 · ​ · ​ · 2024 · ​ · ​ · 2023 · ​ · ​ · 2024 · ​
​Operating income (loss)​​​$(32,366)​​​​$(18,648)​​​​$(46,440)​​​​$(39,665)​​
​Stock-based compensation​​​​3,568​​​​​2,730​​​​​13,221​​​​​16,519​​
​Depreciation and amortization​​​​15,765​​​​​12,160​​​​​70,980​​​​​62,829​​
​Atlanta Braves Holdings, Inc. Adjusted OIBDA​​​$(13,033)​​​​$(3,758)​​​​$37,761​​​​$39,683​​
​Baseball​​​$(17,571)​​​​$(13,447)​​​​$20,661​​​​$6,625​​
​Mixed-use development​​​​9,519​​​​​11,833​​​​​39,499​​​​​45,448​​
​Braves Holdings, LLC Adjusted OIBDA​​​​(8,052)​​​​​(1,614)​​​​​60,160​​​​​52,073​​
​Corporate and other​​​​(4,981)​​​​​(2,144)​​​​​(22,399)​​​​​(12,390)​​
​Atlanta Braves Holdings, Inc. Adjusted OIBDA​​​$(13,033)​​​​$(3,758)​​​​$37,761​​​​$39,683​​
​68 / 2025 PROXY STATEMENT​

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYFor WithholdV46705-P09430For Against Abstain! ! !BROADRIDGE CORPORATE ISSUER SOLUTIONSC/O ATLANTA BRAVES HOLDINGS, INC.P.O. BOX 1342BRENTWOOD, NY 11717SCAN TOVIEW MATERIALS & VOTE wNominee:Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.1. Director ElectionATLANTA BRAVES HOLDINGS, INC.The Board of Directors recommends a vote FOR thenominee listed in Proposal 1.2. The auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024.3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are required to provide an advisoryvote on the compensation of our named executive officers.The Board of Directors recommends a vote FOR Proposals 2 and 3 and in favor of every 3 YEARS for Proposal 4.NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.! ! !01. Brian M. Deevy ! !! ! ! !1 Year 2 Years 3 Years AbstainVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information.Vote by 11:59 p.m. New York City time on June 9, 2024. Have your proxy card in hand whenyou access the web site and follow the instructions to obtain your records and to create anelectronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/ABH2024You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m.New York City time on June 9, 2024. Have your proxy card in hand when you call and thenfollow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.

V46706-P09430Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Proxy Statement and Annual Report are available at www.proxyvote.com.ATLANTA BRAVES HOLDINGS, INC.Annual Meeting of StockholdersJune 10, 2024, 8:30 a.m. Mountain timeThis proxy is solicited by the Board of DirectorsThe undersigned hereby appoint(s) Renee L. Wilm and Brian J. Wendling, or either of them, as proxies, each with the power to appointa substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the sharesof Series A common stock and/or Series B common stock held by the undersigned at the Annual Meeting of Stockholders to be heldat 8:30 a.m., Mountain time, on June 10, 2024, via a live webcast accessible at www.virtualshareholdermeeting.com/ABH2024,and any adjournment or postponement thereof, with all the powers the undersigned would possess if present in person. Allprevious proxies given with respect to the meeting are revoked.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONSARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE LISTED ON THE REVERSE SIDE FORTHE BOARD OF DIRECTORS, FOR PROPOSALS 2 AND 3 AND IN FAVOR OF EVERY "3 YEARS" FOR PROPOSAL 4. IF ANYOTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIRDISCRETION.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.CONTINUED AND TO BE SIGNED ON REVERSE SIDE

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