Atlanta Braves Holdings, Inc.
For the period ended May 20, 2026. Filed Apr 2, 2026.
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May 20, 2026 · Filed Apr 2, 2026
Contents
APPENDIX A
Appendix A
Appendix A
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 the Company 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, 2024, and December 31, 2025.
| · · · · Three months ended December 31, · · · Twelve months ended December 31, · | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · (amounts in thousands) · · · 2024 · · · 2025 · · · 2024 · · · 2025 · | ||||||||||||||||||||||||||
| | Operating income (loss) | | | | $(18,648) | | | | | $(49,792) | | | | | $(39,665) | | | | | $(13,527) | | | ||||
| | Impairment expense | | | | | — | | | | | | 30,131 | | | | | | — | | | | | | 30,131 | | |
| | Stock-based compensation | | | | | 2,730 | | | | | | 5,526 | | | | | | 16,519 | | | | | | 15,575 | | |
| | Depreciation and amortization | | | | | 12,160 | | | | | | 17,638 | | | | | | 62,829 | | | | | | 75,634 | | |
| | Atlanta Braves Holdings, Inc. Adjusted OIBDA | | | | $(3,758) | | | | | $3,503 | | | | | $39,683 | | | | | $107,813 | | | ||||
| | Baseball | | | | $(13,447) | | | | | $(11,381) | | | | | $6,625 | | | | | $51,104 | | | ||||
| | Mixed-use development | | | | | 11,833 | | | | | | 18,294 | | | | | | 45,448 | | | | | | 68,527 | | |
| | Braves Holdings, LLC Adjusted OIBDA | | | | | (1,614) | | | | | | 6,913 | | | | | | 52,073 | | | | | | 119,631 | | |
| | Corporate and other | | | | | (2,144) | | | | | | (3,410) | | | | | | (12,390) | | | | | | (11,818) | | |
| | Atlanta Braves Holdings, Inc. Adjusted OIBDA | | | | $(3,758) | | | | | $3,503 | | | | | $39,683 | | | | | $107,813 | | | ||||
| | ATLANTA BRAVES HOLDINGS / 69 | |
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BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O ATLANTA BRAVES HOLDINGS, INC.P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTEVOTE 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. Eastern Time on May 19, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/BATR2026You may attend the meeting via the Internet and vote during the meeting. Have the information that 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. Eastern Time on May 19, 2026. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V84533-P46310KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYATLANTA BRAVES HOLDINGS, INC. The Board of Directors recommends a vote FOR theNominee listed in Proposal 1.1. Director ElectionNominee:ForWithhold1a. Wonya Y. Lucas!!The Board of Directors recommends a vote FOR Proposal 2.2.The auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2026.NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. For Against Abstain! ! ! 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. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Proxy Statement and Annual Report are available at www.proxyvote.com.V84534-P46310ATLANTA BRAVES HOLDINGS, INC.Annual Meeting of StockholdersMay 20, 2026, 9:30 a.m. Eastern TimeThis proxy is solicited by the Board of DirectorsThe undersigned hereby appoint(s) Greg Heller and Jill Robinson, or either of them, as proxies, each with the power to appoint a substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Series A common stock and/or Series B common stock held by the undersigned at the Annual Meeting of Stockholders to be held at 9:30 a.m., Eastern Time, on May 20, 2026, via a live webcast accessible at www.virtualshareholdermeeting.com/BATR2026, and any adjournment or postponement thereof, with all the powers the undersigned would possess if present in person. All previous 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 DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION.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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