Liberty Media Corp

Current report

The reduction in the concentration of our voting power as a result of the Exchange (as defined below) may subject us to increased stockholder activism, potential proxy contests and unsolicited acquisition proposals.

Current report

On November 4, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with John C. Malone, a significant stockholder of the Company, and certain related entities (the “Malone Holders”). Pursuant to the Exchange Agreement, the Malone Holders transferred to the Company an aggregate of 2,316,537 shares of Series B common stock of the Company, par value $0.01 per share, and, in exchange therefor (the “Exchange”), the Company issued to the Malone Holders an aggregate of 602,302 shares of Series A common stock of the Company, par value $0.01 per share, and 5,420,699 shares of Series C common stock of the Company, par value $0.01 per share.

Current report

Following the Exchange, our voting power is now more widely distributed among our public stockholders. This transition may make us more susceptible to stockholder activism, proxy contests, and unsolicited takeover proposals. Responding to activist campaigns can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees. Furthermore, perceived uncertainties as to our future strategic direction resulting from this change in voting control could result in the loss of potential business opportunities and cause volatility in our stock price.

Current report

Our capital structure may limit the ability of certain of our stockholders to influence corporate matters.

Current report

Our capital structure may limit the ability of certain of our stockholders to influence corporate matters. Holders of our Series B common stock are entitled to ten votes per share, holders of our Series A common stock are entitled to one vote per share and holders of our Series C common stock are entitled to no voting rights except as otherwise required by Nevada law. Although holders of our Series B common stock and holders of our Series A common stock own a minority of the outstanding shares of our common stock, they collectively have the ability to control the Company through this ownership position and are able to determine all matters requiring stockholder approval. For example, the holders of our Series B common stock and the holders of our Series A common stock are able to collectively control elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transaction, and the interests of such stockholders may not always coincide with the interests of holders of our Series C common stock.

Current report

In addition, the Company entered into a Rights Agreement dated as of November 4, 2026 (as the same may be amended from time to time, the “Rights Agreement”), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. The Rights Agreement could make it more difficult for a third-party to acquire large amounts of the Company’s stock as of November 4, 2026, the effective date, or could discourage a third-party from doing so. This may adversely affect the marketability of our equity by discouraging existing or potential investors from acquiring our stock or additional shares of our stock.

Current report

Transactions in our common stock by our insiders could depress the market price of our common stock.

Current report

Sales of, or hedging transactions such as collars relating to, shares of our common stock by any of our directors or executive officers could cause a perception in the marketplace that the stock price of our common stock has peaked or that adverse events or trends have occurred or may be occurring at the Company. This perception can result notwithstanding any personal financial motivation for these transactions. As a result, insider transactions could depress the market price for our common stock.

Previous report

As of June 30, 2026, Mr. Malone beneficially owns shares representing the power to direct approximately 49.49% of the aggregate voting power in our Company, due to his beneficial ownership of approximately 97% of the outstanding shares of our Series B common stock and Mr. Malone continues to be in a position to influence significant corporate actions, including corporate transactions such as mergers, business combinations or dispositions of assets. This concentration of ownership could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our stockholders.

Previous report

In July 2021, our Company entered into an exchange agreement (the “Exchange Agreement”) with Mr. Malone and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”), providing for exchanges by our Company and Mr. Malone or the JM Trust of shares of Series B common stock for shares of Series C common stock so as to maintain Mr. Malone’s voting power as close as possible to, but without exceeding, 49% (the “Target Voting Power”) plus 0.5% (under certain circumstances), in connection with certain events. However, at this time, and as a result of his

Previous report

resignation from the board of the Company, no further exchanges to maintain the Target Voting Power are expected to be completed under the Exchange Agreement. As a result, Mr. Malone’s voting power could exceed the Target Voting Power, including as to more than a majority of our outstanding voting power. The Exchange Agreement also provides that Mr. Malone or the JM Trust, in the event of certain extraordinary transactions, is entitled to receive the number of shares of Series B common stock previously surrendered for exchange under the Exchange Agreement (in exchange for the equivalent number of Series C common stock delivered in exchange therefor) or the applicable consideration that would be otherwise due to the holders of such shares of Series B common stock in such transaction. No assurance can be given that Mr. Malone will not ultimately acquire more than a majority of our outstanding voting power, which would enable Mr. Malone to control the outcome of certain shareholder votes, including certain extraordinary transactions.