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Liberty Media Corp

For the period ended Mar 31, 2026. Filed May 7, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

FWONK$108.01+1.6%Stored close · as of Nov 9, 2026

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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited)

Notes to Condensed Consolidated Financial Statements

**(1)**Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Liberty Media Corporation and its controlled subsidiaries (“Liberty,” the “Company,” “we,” “us,” or “our” unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated.

Liberty, through its subsidiaries, is primarily engaged in the motorsport and live entertainment industries, with events held worldwide and operations primarily headquartered in the United Kingdom and Spain. Liberty’s most significant subsidiaries include Delta Topco Limited (the parent company of Formula 1) and MotoGP Sports Entertainment Group, S.L. (formerly, Dorna Sports, S.L.) (“MotoGP”).

The Company previously had a tracking stock structure. A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole.

On December 15, 2025, the Company completed the split-off (the “Liberty Live Split-Off”) of its wholly owned subsidiary, Liberty Live Holdings, Inc. (“Liberty Live Holdings”). Liberty Live Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Live Group, a tracking stock group. Immediately prior to the Liberty Live Split-Off, QuintEvents, LLC (“QuintEvents”), certain private assets and approximately $172 million of cash were reattributed from Liberty’s other tracking stock group, the Liberty Formula One Group (the “Formula One Group”), to the Liberty Live Group in exchange for certain private assets.

QuintEvents was a consolidated subsidiary of the Company and Live Nation Entertainment, Inc. (“Live Nation”) was an equity method affiliate of the Company until the Liberty Live Split-Off. The Company’s investment in Live Nation (including related debt and derivative instruments) and corporate cash and expenses previously attributed to the Liberty Live Group are presented as discontinued operations in the Company’s condensed consolidated financial statements. See note 2 for details of the Liberty Live Split-Off.

Prior to the Liberty Live Split-Off, the Formula One Group was primarily comprised of Liberty’s interests in Formula 1, MotoGP and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027 (as defined below). As previously disclosed, QuintEvents, certain private assets and approximately $172 million of cash were reattributed from the Formula One Group to the Liberty Live Group in exchange for certain other private assets immediately prior to the Liberty Live Split-Off. Following the Liberty Live Split-Off, the Company’s only remaining outstanding common stock, the Liberty Formula One common stock, is no longer a tracking stock.

The accompanying (a) condensed consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Liberty's Annual Report on Form 10-K for the year ended December 31, 2025.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) fair value measurement of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates**.**

Liberty has entered into certain agreements with QVC Group, Inc. (“QVC Group”), Liberty Broadband Corporation (“Liberty Broadband”), GCI Liberty, Inc. (“GCI Liberty”), Liberty Live Holdings, Liberty Sirius XM Holdings, Inc. (now known as Sirius XM Holdings Inc., “Sirius XM Holdings”) and Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”), all of which are separate publicly traded companies, in order to govern our relationships with these companies. None of these companies has any stock ownership, beneficial or otherwise, in any of the others. These agreements include Reorganization Agreements (in the case of QVC Group, Liberty Broadband, Liberty Live Holdings, Sirius XM Holdings and Atlanta Braves Holdings only), Services Agreements (in the case of QVC Group, Liberty Broadband, GCI Liberty and Liberty Live Holdings only), Facilities Sharing Agreements (in the case of QVC Group, Liberty Broadband, GCI Liberty and Liberty Live Holdings only), Tax Sharing Agreements (in the case of Liberty Broadband, Liberty Live Holdings, Sirius XM Holdings and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of Liberty Broadband, GCI Liberty and Liberty Live Holdings only). In addition, as a result of certain corporate transactions, Liberty and QVC Group may have obligations to each other for certain tax related matters.

The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of QVC Group, Liberty Broadband, Liberty Live Holdings, Sirius XM Holdings and Atlanta Braves Holdings, including certain cross-indemnities. Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with QVC Group, Liberty Broadband, GCI Liberty and Liberty Live Holdings. Pursuant to the Services Agreements, Liberty provides QVC Group, Liberty Broadband, GCI Liberty and Liberty Live Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. QVC Group, Liberty Broadband, GCI Liberty and Liberty Live Holdings reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and in the case of QVC Group, QVC Group’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group. Liberty Broadband, GCI Liberty and Liberty Live Holdings reimburse Liberty for shared services and personnel based on a flat fee. Liberty and QVC Group have transitioned various general and administrative services previously provided to QVC Group under the Services Agreement to members of the QVC, Inc. management team. As part of the transition, during the first half of 2025, members of Liberty management that served as officers of QVC Group stepped down from their positions with QVC Group (with limited exceptions). Under these various agreements, approximately $5 million of these allocated expenses were reimbursed to Liberty during each of the three months ended March 31, 2026 and 2025.

Seasonality

Formula 1 recognizes the majority of its revenue and expenses in connection with the Fédération Internationale de l’Automobile Formula One World Championship (the “F1 Championship”) race events (“Formula 1 Events”) that take place in different countries around the world throughout the year. Formula 1 Events in the past have generally taken place between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year.

MotoGP recognizes the majority of its revenue and expenses in connection with the Fédération Internationale de Motocyclisme (“FIM”) Grand Prix World Championship (the “MotoGP Championship”) race events (“MotoGP Events”) that take place in different countries around the world throughout the year. MotoGP Events in the past have generally taken

place between March and November each year. As a result, the revenue and expenses recognized by MotoGP are generally higher during the second and third quarters as compared to the first and fourth quarters.

**(2)**Discontinued Operations

On December 15, 2025, the Company completed the Liberty Live Split-Off. The Liberty Live Split-Off was accomplished by a redemption by the Company of each outstanding share of its Liberty Live common stock in exchange forone share of the corresponding series of common stock of Liberty Live Holdings. As a result of the Liberty Live Split-Off, Liberty Live Holdings is now an independent, publicly traded company.

As disclosed in note 1, Liberty’s interest in Live Nation (including related debt and derivative instruments) and corporate cash and expenses previously attributed to the Liberty Live Group are presented as discontinued operations in the Company’s condensed consolidated financial statements as the Liberty Live Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.

The following table provides details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the condensed consolidated statements of operations.

​​​​​​
​ · ​ · Three months ended · ​ · ​ ​ ​
​ · ​ · March 31, 2025 · ​ · ​
​ · ​ · amounts in millions · ​ · ​
Selling, general and administrative​$4
​​4
Operating income (loss)​(4)
Other income (expense):​​​​​
Interest expense​(7)
Share of earnings (losses) of affiliates, net​​4​​
Realized and unrealized gains (losses) on financial instruments, net​​(10)​​
Other, net​2
​​(11)
Earnings (loss) from discontinued operations before income taxes​(15)
Income tax (expense) benefit​3
Net earnings (loss) from discontinued operations​(12)
Less net earnings (loss) from discontinued operations attributable to the noncontrolling interests​—
Net earnings (loss) from discontinued operations attributable to Liberty stockholders​$(12)

**(3)**Acquisition of MotoGP

On July 3, 2025 (the “Closing Date”), in alignment with our motorsport strategy, the Company acquired approximately 84% of the equity interests in MotoGP for a preliminary purchase price of approximately $3,659 million (approximately €3,122 million), funded with cash on hand and borrowings of$1.0 billion under the Incremental Term Loans, as defined in note 7. Following the acquisition of MotoGP, approximately 16% of the equity interests in MotoGP continue to be owned by certain of the sellers (the “Rollover Sellers”).

The total acquisition consideration for the MotoGP acquisition was denominated in Euros as required by the purchase agreement. Prior to the acquisition, the Company entered into foreign currency forward contracts for close to the full

purchase price. A portion of the foreign currency forward contracts settled on June 30, 2025 and the remainder settled in July 2025.

In January 2025, the Company paid a portion of the acquisition consideration of approximately $131 million (approximately €126 million) in cash to the sellers to accommodate the European Commission’s extended regulatory review of the acquisition. On the Closing Date, the Company paid additional closing consideration of approximately $3,511 million (approximately €2,996 million) in cash. The €126 million was considered prepaid purchase consideration and was translated from Euros to U.S. dollars as of the Closing Date. The final translated amount of $148 million is the acquisition date fair value of the prepaid purchase consideration, with the difference of $17 million from the translation recorded in accumulated other comprehensive income (loss), net of taxes.

The preliminary acquisition price allocation for MotoGP is as follows (amounts in millions):

​​​​
Prepaid consideration$148​
Closing consideration​3,511​
Total acquisition consideration$3,659​
​​​​
Cash and cash equivalents$375​
Goodwill​3,061​
Intangible assets subject to amortization, net​2,789​
Other assets​150​
Deferred revenue​(106)​
Long-term debt​(1,140)​
Deferred income tax liabilities​(671)​
Other liabilities​(108)​
Redeemable noncontrolling interests in equity of subsidiary​(691)​
Total acquisition consideration$3,659​

The calculated value assigned to intangible assets has been estimated by management utilizing a third-party preliminary valuation report utilizing valuation techniques including the income, cost and market approaches. The Company has preliminarily identified goodwill, MotoGP’s agreement with the FIM which sets forth MotoGP’s exclusive commercial rights to the MotoGP Championship (the “FIM Agreement”) and customer relationships as the primary intangible assets. The FIM Agreement ($1,653 million with an estimated useful life of approximately 36 years) was valued utilizing the relief-from-royalty method. The customer relationship assets ($1,130 million with an estimated useful life of approximately 19 years) were valued utilizing the multi-period excess earnings method, which is a specific application of the discounted cash flow method. Goodwill is calculated as the excess of the consideration transferred over the (i) identifiable net assets acquired and (ii) fair value of the redeemable noncontrolling interests and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future customers, continued innovation and noncontractual relationships. None of the acquired goodwill is expected to be deductible for U.S. income tax purposes. As of March 31, 2026, the valuation related to the acquisition of MotoGP is not final, and the acquisition price allocation is preliminary and subject to revision. The primary areas of the acquisition price allocation that are not yet finalized are related to certain intangible assets, liabilities, redeemable noncontrolling interests and tax balances.

As part of the MotoGP acquisition, the Company and the Rollover Sellers entered into a shareholders’ agreement that became effective on the Closing Date (the “Shareholders’ Agreement”). The Shareholders’ Agreement provides for, among

other things, the liquidity rights of the Rollover Sellers with respect to the transfer of approximately 16% of the equity interests in MotoGP that continued to be owned by the Rollover Sellers subsequent to the Closing Date. The Shareholders’ Agreement provides for certain put and call rights in favor of the Rollover Sellers and the Company. The Rollover Sellers have the right to cause the Company to acquire the equity interests of MotoGP held by the Rollover Sellers as follows: (i)one-third following the third anniversary of the Closing Date, (ii)two-thirds following the fifth anniversary of the Closing Date, less any equity interests previously acquired by the Company, and (iii) all remaining equity interests held following the sixth anniversary of the Closing Date. Additionally, from and after the eighth anniversary of the Closing Date, the Company has an annual call right to acquire any or all remaining equity interests held by the Rollover Sellers and the Rollover Sellers have an annual put right to cause the Company to acquire any or all remaining equity interests held by the Rollover Sellers. The price to be paid by the Company to acquire any equity interests from the Rollover Sellers will be equal to the fair market value with such fair market value determined in accordance with the terms of the Shareholders’ Agreement. Upon the exercise of any put or call right, the Company is permitted to satisfy up to 50% of such consideration payable in the form of the delivery of unregistered shares of Series C Liberty Formula One common stock with the remaining consideration payable in cash. Since the potential redemption of the MotoGP equity interests held by the Rollover Sellers is not within the control of the Company and any redemption must also involve the use of cash, the Company accounts for the noncontrolling interest in MotoGP as a redeemable noncontrolling interest outside of permanent equity.

The redeemable noncontrolling interest was initially recorded at fair value as part of the acquisition accounting. The fair value of the redeemable noncontrolling interest was derived from a model contractually defined in the Shareholders’ Agreement using observable market data as the significant inputs (Level 2). The carrying value of the redeemable noncontrolling interest at each reporting period is the higher of (i) the cumulative amount that would result from applying the measurement guidance in Accounting Standards Codification Topic 810,Consolidation (“ASC 810”) (i.e., the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss – as well as its share of other comprehensive income or loss – and dividends) or (ii) the redemption value. As the redeemable noncontrolling interest represents a common-share redeemable noncontrolling interest redeemable at fair value, any changes to the redemption value in excess of the cumulative amount that would result from applying the measurement guidance in ASC 810 are recorded directly to retained earnings, when necessary. As the adjustment is recorded directly to retained earnings, there are no related impacts when calculating basic or diluted earnings per share.

The redeemable noncontrolling interest is not redeemable as of March 31, 2026, but it is probable it will become redeemable in the future solely based on the passage of time, as discussed above, with respect to the various anniversary dates following the Closing Date where the Rollover Sellers have the right to cause the Company to acquire the redeemable noncontrolling interest. Since it is probable the noncontrolling interest will become redeemable, the Company’s accounting policy is to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the redeemable noncontrolling interest to equal the redemption value at the end of the reporting period, in periods that the redemption value is higher than the cumulative amount that would result from applying the measurement guidance in ASC 810. This accounting policy method views the end of each reporting period as if it were also the redemption date for the redeemable noncontrolling interest.

The unaudited pro forma revenue and net earnings (loss) of Liberty, prepared utilizing the historical financial statements of MotoGP, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition of MotoGP occurred on January 1, 2024, are as follows:

​ · ​ · ​ · ​
​Three months ended​
​March 31, 2025​
​amounts in millions​
Revenue$521​
Net earnings (loss)$(28)​
Net earnings (loss) attributable to Liberty shareholders$(23)​

The pro forma results include adjustments primarily related to the amortization of acquired intangible assets. The pro forma information is not representative of the Company’s future results of operations nor does it reflect what the Company’s results of operations would have been if the acquisition of MotoGP had occurred previously and the Company consolidated MotoGP during the period presented.

**(4)**Stock-Based Compensation

Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock units (“RSUs”) and stock options to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and RSUs) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Stock-based compensation expense, included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations, was $5 million and $2 million for the three months ended March 31, 2026 and 2025, respectively.

Grants of Awards

Options granted during the three months ended March 31, 2026 are summarized as follows:

​ · ​ · ​ · ​ · ​ · ​
​Options​Weighted​
​granted​average​
​(000's)​GDFV​
Series C Liberty Formula One common stock, subsidiary employees (1)181​$26.40​
(1)Grant vests equally over five years.

The Company did not grantany options to purchase shares of Series A or Series B Liberty Formula One common stock during the three months ended March 31, 2026.

Liberty calculates the GDFV for all of its equity classified options and the subsequent remeasurement of its liability classified options using the Black-Scholes Model. Liberty estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of Liberty common stock and, when available, the implied volatility of publicly traded Liberty options. Liberty uses azero-dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

Outstanding Awards

The following table presents the number and weighted average exercise price ("WAEP") of options to purchase Series C Liberty Formula One common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · ​ ​ ​ · ​ · ​ ​ ​ · Weighted · ​ ​ ​ · Aggregate · ​
​ · ​ · ​ · ​ · ​ · average · ​ · intrinsic · ​
​ · Options · ​ · ​ · ​ · remaining · ​ · value · ​
​ · (000's) · ​ · WAEP · ​ · life · ​ · (millions) · ​
Outstanding at January 1, 20263,534​$48.02​​​​​​​
Granted181​$84.25​​​​​​​
Exercised(226)​$33.22​​​​​​​
Forfeited/Cancelled—​$—​​​​​​​
Outstanding at March 31, 20263,489​$50.86​2.6years​$123​
Exercisable at March 31, 20262,752​$41.011.6years​$122​

As of March 31, 2026,400 thousand options of Series B Liberty Formula One common stock remained outstanding at an exercise price of $85.09, a remaining contractual life of 6.7 years and an intrinsic value ofzero. None of these options were exercisable as of March 31, 2026.

As of March 31, 2026, there wereno outstanding options to purchase shares of Series A Liberty Formula One common stock.

As of March 31, 2026, the total unrecognized compensation cost related to unvested Awards was approximately $54 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.5 years.

As of March 31, 2026, Liberty reserved 3.9 million shares of Series B and Series C Liberty Formula One common stock for issuance under exercise privileges of outstanding stock options.

**(5)**Earnings Attributable to Liberty Media Corporation Stockholders Per Common Share

Basic earnings (loss) per common share ("EPS") is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.

Excluded from diluted EPS for the three months ended March 31, 2026 are approximately 2 million potentially dilutive shares of Liberty Formula One common stock because their inclusion would be antidilutive. There wereno potentially dilutive shares of Liberty Formula One common stock or Liberty Live common stock excluded from diluted EPS for the three months ended March 31, 2025.

Series A, Series B and Series C Liberty Formula One Common Stock

The basic and diluted EPS calculations are based on the following WASO.

​ · ​ · ​ · ​ · ​ · ​
​ · Three months ended March 31, · ​
​ · 2026 · ​ ​ ​ · 2025 · ​
​​number of shares in millions​
Basic WASO251249​
Potentially dilutive shares (a)108​
Diluted WASO261257​
(a)Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.
​​​​​​
​ · Three months ended March 31, · ​
​ · 2026 · ​ ​ ​ · 2025 · ​
​ · ​ ​ ​ · amounts in millions · ​
Basic earnings (loss) attributable to Liberty Formula One stockholders$57​22​
Adjustments (a)​(48)​(8)​
Diluted earnings (loss) attributable to Liberty Formula One stockholders$9​14​
(a)For periods in which share settlement of the 2.25% Convertible Senior Notes due 2027, which may be settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate. In addition, for periods in which share settlement of the Shareholders Agreement, which may be partially settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the share of earnings (loss) attributable to the noncontrolling interests, net of tax where appropriate.

Series A, Series B and Series C Liberty Live Common Stock

The basic and diluted EPS calculations are based on the following WASO.

​ · ​ · ​ · ​
​ · Three months ended · ​
​ · March 31, 2025 · ​ ​ ​
​ · number of shares in millions · ​
Basic WASO92
Potentially dilutive shares (a)—
Diluted WASO92
(a)Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

**(6)**Assets and Liabilities Measured at Fair Value

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Liberty does not have any assets or liabilities required to be measured at fair value considered to be Level 3.

Liberty's assets and liabilities measured at fair value are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · March 31, 2026 · ​ · December 31, 2025 · ​
​ · ​ · ​ · ​ · ​ · Quoted prices · ​ · Significant · ​ · ​ · ​ · Quoted prices · ​ · Significant · ​
​ · ​ · ​ · ​ · ​ · in active · ​ · other · ​ · ​ · ​ · in active · ​ · other · ​
​ · ​ · ​ · ​ · ​ · markets for · ​ · observable · ​ · ​ · ​ · markets for · ​ · observable · ​
​ · ​ · ​ · ​ · ​ · identical assets · ​ · inputs · ​ · ​ · ​ · identical assets · ​ · inputs · ​
​ · ​ · Total · ​ · (Level 1) · ​ · (Level 2) · ​ · Total · ​ · (Level 1) · ​ · (Level 2) · ​
​ · ​ · amounts in millions · ​
Cash equivalents​$1,1331,133—783783—​
Financial instrument assets​$1331092412210913​
Debt​$550—550597—597​

The majority of Liberty's Level 2 financial instruments are derivative instruments, which include interest rate swaps. These assets are not always traded publicly or not considered to be traded on "active markets," as defined in GAAP. The fair values for such instruments are derived from a typical model using observable market data as the significant inputs or a trading price of a similar asset is utilized. Accordingly, those financial instruments are reported in the foregoing table as Level 2 fair value. As of March 31, 2026 and December 31, 2025, financial instrument assets in the table above are included in the other assets line item in the condensed consolidated balance sheet.

Realized and Unrealized Gains (Losses) on Financial Instruments, net

Realized and unrealized gains (losses) on financial instruments, net is comprised of changes in the fair value of the following:

​​​​​​​
​ · ​ · Three months ended · ​
​ · ​ · March 31, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
​ · ​ · amounts in millions · ​
Debt measured at fair value (a)​$48​9​
Foreign currency forward contracts​​(5)​108​
Interest rate swaps​​15​(35)​
Other​(1)(7)​
​​$5775​
(a)The Company elected to account for its convertible notes (as described in note 7) using the fair value option. Changes in the fair value of the convertible notes recognized in the condensed consolidated statements of operations are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the convertible notes attributable to changes in the instrument specific credit risk was a loss of

approximately zero and loss of $6 million for the three months ended March 31, 2026 and 2025, respectively. The cumulative change since issuance was a gain of $65 million as of March 31, 2026, net of the recognition of previously unrecognized gains and losses.

**(7)**Long-Term Debt

Debt is summarized as follows:

​​​​​​​​​​
​ · ​ · Outstanding · ​ · Carrying value · ​
​ · ​ ​ ​ · Principal · ​ ​ ​ · March 31, · ​ ​ ​ · December 31,
​ · ​ · March 31, 2026 · ​ · 2026 · ​ · 2025 · ​
​​amounts in millions​
Corporate level notes and loans:​​​​​​​​​
2.25% Convertible Senior Notes due 2027 (1)​​475​​550​597​
Other​​23​​23​24​
Subsidiary notes and loans:​​​​​​​​​
Formula 1 Senior Loan Facilities​​3,340​​3,321​3,331​
MotoGP Credit Facilities​​1,151​​1,151​1,173​
Deferred financing costs​​​​​(24)​(25)​
Total debt​$4,989​5,0215,100​
Debt classified as current​​​​(53)(52)​
Total long-term debt​​​​$4,9685,048​

(1) Measured at fair value

2.25% Convertible Senior Notes due 2027

On August 12, 2022, Liberty issued $475 million convertible notes at an interest rate of 2.25% per annum, which, at Liberty’s election, are convertible into cash, shares of Series C Liberty Formula One common stock or a combination of cash and shares of Series C Liberty Formula One common stock and mature on August 15, 2027 (the “2.25% Convertible Senior Notes due 2027”). As of March 31, 2026, the conversion rate for the notes is approximately 12.0505 shares of Series C Liberty Formula One common stock per $1,000 principal amount of notes, equivalent to a conversion price of approximately $82.98 per share of Series C Liberty Formula One common stock. Liberty has elected to account for the notes using the fair value option. See note 6 for information related to unrealized gains (losses) on debt measured at fair value.

Formula 1 Senior Loan Facilities

On November 23, 2022, Formula 1 refinanced its previous Term Loan B and revolving credit facility with a new $725 million first lien Term Loan A, a refinanced $1.7 billion Term Loan B and a new $500 million revolving credit facility. On September 19, 2024, Formula 1 refinanced the Term Loan B with a new $1.7 billion Term Loan B and extended the maturities of the approximately $689 million Term Loan A and the $500 million revolving credit facility. In connection with the September 19, 2024 refinancing, Formula 1 also marketed an incremental $850 million of Term Loan B funding, which is in addition to an incremental $150 million of commitments to the Term Loan A obtained in April 2024 (collectively, the “Incremental Term Loans”). The financing of the Incremental Term Loans closed on July 1, 2025 and was used to fund a portion of the MotoGP acquisition, as described in note 3. The Term Loan B, Term Loan A and revolving credit facility are collectively the “Senior Loan Facilities.” The Term Loan A and revolving credit facility mature on September 30, 2029 and the Term Loan B matures on September 30, 2031. As of March 31, 2026, there wereno

outstanding borrowings under the $500 million revolving credit facility. Effective September 19, 2024, the margin for the Term Loan B was 2.0% and permanently stepped down to 1.75% on November 5, 2025. The margin for the Term Loan A and revolving credit facility is between 1.50% and 2.25% depending on leverage ratios, among other things. The reference rate for the Term Loan A, Term Loan B and dollar borrowings under the revolving credit facility is the Term Secured Overnight Financing Rate (“Term SOFR”). The weighted average interest rate on the Senior Loan Facilities was approximately 5.39% as of March 31, 2026. The Senior Loan Facilities remain non-recourse to Liberty. The Senior Loan Facilities are secured by share pledges and floating charges over Formula 1’s primary operating companies with certain cross guarantees. Additionally, in order to manage the interest rate risk of its $3.3 billion Senior Loan Facilities, Formula 1 had $2.2 billion of interest rate swaps as of March 31, 2026, with a termination date in September 2031 and an early termination date in September 2029, at the option of the counterparty.

MotoGP Credit Facilities

On August 18, 2025, MotoGP refinanced its previous€975 million Term Loan B with a new€800 million Term Loan Bwith a maturity of August 18, 2032, previous€150 million Term Loan A with a new$232.5 million Term Loan Awith a maturity of August 18, 2030 and previous€100 million multicurrency revolving credit facility with a new€100 million multicurrency revolving credit facility with a maturity of August 18, 2030 (collectively, the “Credit Facilities”). Effective August 18, 2025, the margin for the Term Loan B was reduced from 3.25% to 2.75% (with a range of 2.25% to 2.75% depending on a leverage ratio) with a reference rate of theeuro interbank offered rate (“EURIBOR”), the margin for the Term Loan A was reduced from 2.50% to 1.75% (with a range of 1.50% to 2.00% depending on a leverage ratio) with a reference rate of Term SOFR and the margin for the revolving credit facility was reduced from 2.50% to 2.25% (with a range of 2.00% to 2.50% depending on a leverage ratio) with a reference rate of one of Term SOFR, the sterling overnight index averageor EURIBOR based on the currency of the applicable borrowing. The weighted average interest rate on the Credit Facilities was approximately 4.99% as of March 31, 2026. The Credit Facilities remain non-recourse to Liberty and are secured by pledges of the equity interests, accounts and intercompany receivables of MotoGP.

Debt Covenants

The Formula 1 Senior Loan Facilities and the MotoGP Credit Facilities contain certain financial covenants, including a leverage ratio. Additionally, Formula 1’s debt, MotoGP’s debt and other borrowings contain certain non-financial covenants.

Fair Value of Debt

Due to the variable rate nature of the Formula 1 Senior Loan Facilities and the MotoGP Credit Facilities, the Company believes that the carrying amount approximates fair value at March 31, 2026.

**(8)**Commitments and Contingencies

Guarantees

In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters. The Company generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification obligations may extend for a number of years. The Company is unable to estimate the maximum potential liability for these types of indemnification obligations as the sale agreements may not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. Historically, the Company has not

made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification guarantees.

Litigation

The Company has contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.

**(9)**Information About Liberty's Operating Segments

The Company, through its ownership interests in subsidiaries and other companies, is primarily engaged in the motorsport and live entertainment industries. The Company identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of the Company's annual pre-tax earnings.

Liberty’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to the Company’s reportable segments based on financial measures such as revenue, operating expenses (including team payments and other cost of revenue), selling, general and administrative expenses and Adjusted OIBDA.

For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. The Company believes this measure 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. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

The Company has identified the following subsidiaries as its reportable segments:

●Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the F1 Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The F1 Championship takes place on various circuits with a varying number of Formula 1 Events taking place in different

countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the F1 Championship as well as various aspects of its management and administration.

●MotoGP is a global motorsports business that holds exclusive commercial rights with respect to the MotoGP Championship and other motorcycle racing championships. The MotoGP Championship is comprised of a varying number of events taking place in different countries around the world each season.

The Company'sreportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, differing revenue sources and marketing strategies. The significant accounting policies of the segments are the same as those described in the Company's summary of significant policies in the Company's annual financial statements filed on Form 10-K.

Performance Measures

​​​​​​​​​​​​​​​
​ · ​ · Three months ended March 31, 2026 · ​
​​ ​ ​​​​​​ ​ ​Reportable​Corporate and​​​ ​ ​​​ ​ ​
​ · ​ · Formula 1 · ​ · MotoGP · ​ · segments total · ​ · Other · ​ · Eliminations · ​ · Total · ​
​ · ​ · amounts in millions · ​
Revenue:​​​​​​​​​​​​​​
Primary revenue​$496​83​579​—​—​579​
Other revenue​​121​11​132​6​(6)​132​
Total revenue​​617​94​711​6​(6)​711​
Operating expenses:​​​​​​​​​​​
Team payments​​(184)​—​(184)​—​—​(184)​
Other cost of revenue​​(176)​(59)​(235)​—​6​(229)​
Selling, general and administrative, excluding stock-based compensation​​(85)​(19)​(104)​(13)​—​(117)​
Adjusted OIBDA​$172​16​188​(7)​—​181​
​​​​​​​​​​​
​ · ​ · Three months ended March 31, 2025 · ​
​​ ​ ​​​​ ​ ​Corporate and​​​ ​ ​​​ ​ ​
​ · ​ · Formula 1 · ​ · Other · ​ · Eliminations · ​ · Total · ​
​ · ​ · amounts in millions · ​
Revenue:​​​​​​​​​​
Primary revenue​$319​—​—​319​
Other revenue​​84​53​(9)​128​
Total revenue​​403​53​(9)​447​
Operating expenses:​​​​​​​
Team payments​​(114)​—​—​(114)​
Other cost of revenue​​(128)​(39)​6​(161)​
Selling, general and administrative, excluding stock-based compensation​​(76)​(26)​3​(99)​
Adjusted OIBDA​$85​(12)​—​73​

Our subsidiaries’ customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our unaudited condensed consolidated statement of operations as the services are provided.

Significant portions of the transaction prices are related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $2,873 million for the remainder of 2026, $3,442 million in 2027, $2,997 million in 2028, $6,976 million in 2029 through 2033, and $1,324 million thereafter. We have not included any amounts in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.

Total Assets

​​​​​
​ · ​ · March 31, 2026
​ · ​ · amounts in millions
Formula 1​$8,738​
MotoGP​​6,221​
Corporate and other​1,512
Elimination​​(579)​
Total Assets​$15,892

The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) from continuing operations before income taxes:

​​​​​​​
​ · ​ · Three months ended · ​
​ · ​ · March 31, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
​ · ​ · amounts in millions · ​
Adjusted OIBDA​$18173​
Concorde incentive payments​​—​(50)​
Acquisition costs​​—​(11)​
Stock-based compensation​(5)(2)​
Depreciation and amortization​(112)(77)​
Operating income (loss)​​64​(67)​
Interest expense​(68)(48)​
Realized and unrealized gains (losses) on financial instruments, net​5775​
Other, net​531​
Earnings (loss) from continuing operations before income taxes​$58(9)​
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.