Liberty Media Corp
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 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. Following the Liberty Live Split-Off (as defined below) and the Reincorporation (as defined further below), the Company’s only remaining outstanding common stock is no longer a tracking stock. References throughout this Quarterly Report on Form 10-Q to (A) (i) Series A common stock, (ii) Series B common stock and (iii) Series C common stock, in each case, prior to the Reincorporation, refer to (a) Series A Liberty Formula One common stock, (b) Series B Liberty Formula One common stock and (c) Series C Liberty Formula One common stock, respectively, and (B) Liberty Media’s common stock prior to the Reincorporation refer to the Liberty Formula One common stock.
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 until the Liberty Live Split-Off and remains a related party of the Company following the Liberty Live Split-Off. During the three and nine months ended September 30, 2026, the Company recognized approximately $30 million and $60 million, respectively, of revenue from QuintEvents.
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 in note 7). 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.
On May 12, 2026, the Company effected the reincorporation of the Company to the State of Nevada by conversion, which was approved by the Company’s stockholders in May 2026 (the “Reincorporation”).
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 to govern its relationships with the following companies, each of which is, or was, a separate publicly traded company: Liberty Capital Corporation (formerly GCI Liberty, Inc.), Liberty Live Holdings, Old QVC Group, Inc. (formerly QVC Group, Inc.), Liberty Broadband Corporation, Liberty Sirius XM Holdings, Inc. (now known as Sirius XM Holdings Inc.) and Atlanta Braves Holdings, Inc. The agreements have included reorganization agreements, services agreements, facilities sharing agreements, tax sharing agreements and aircraft time sharing agreements. None of these companies has any stock ownership, beneficial or otherwise, in any of the others. Under these various agreements, approximately $6 million and $3 million of allocated expenses were reimbursed to Liberty during the three months ended September 30, 2026 and 2025, respectively, and $18 million and $12 million of allocated expenses were reimbursed to Liberty during the nine months ended September 30, 2026 and 2025, respectively.
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 · · Nine months ended · | ||||||
| · · September 30, 2025 · · September 30, 2025 · | ||||||
| · · amounts in millions · | ||||||
| Selling, general and administrative | | $9 | 20 | | ||
| | | 9 | 20 | | ||
| Operating income (loss) | | (9) | (20) | | ||
| Other income (expense): | | | | | | |
| Interest expense | | (7) | (22) | | ||
| Share of earnings (losses) of affiliates, net | | | 125 | | 198 | |
| Realized and unrealized gains (losses) on financial instruments, net | | | (176) | | (475) | |
| Other, net | | 4 | 10 | | ||
| | | (54) | (289) | | ||
| Earnings (loss) from discontinued operations before income taxes | | (63) | (309) | | ||
| Income tax (expense) benefit | | 13 | 65 | | ||
| Net earnings (loss) from discontinued operations | | (50) | (244) | | ||
| Less net earnings (loss) from discontinued operations attributable to the noncontrolling interests | | — | — | | ||
| Net earnings (loss) from discontinued operations attributable to Liberty stockholders | | $(50) | (244) | | ||
**(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 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 final 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 | | 3,006 | |
| Intangible assets subject to amortization, net | | 2,789 | |
| Other assets | | 150 | |
| Deferred revenue | | (106) | |
| Long-term debt | | (1,140) | |
| Deferred income tax liabilities | | (617) | |
| Other liabilities | | (107) | |
| 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 valuation report utilizing valuation techniques including the income, cost and market approaches. The Company has 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. During the second quarter of 2026, the preliminary purchase price allocation was adjusted, resulting in a $55 million decrease to goodwill, $54 million decrease to deferred income tax liabilities and $1 million decrease to other liabilities. As of June 30, 2026, the valuation related to the acquisition of MotoGP and the acquisition price allocation were final.
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 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 September 30, 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 | | Nine months ended | |
| | September 30, 2025 | | September 30, 2025 | |
| · amounts in millions · | ||||
| Revenue | $1,085 | | 3,119 | |
| Net earnings (loss) | $13 | | 198 | |
| Net earnings (loss) attributable to Liberty shareholders | $12 | | 201 | |
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 $6 million and $7 million for the three months ended September 30, 2026 and 2025, respectively, and $17 million and $15 million for the nine months ended September 30, 2026 and 2025, respectively.
Grants of Awards
Options granted during the nine months ended September 30, 2026 are summarized as follows:
| · · · · · | ||||
|---|---|---|---|---|
| | Options | | Weighted | |
| | granted | | average | |
| | (000's) | | GDFV | |
| Series C common stock, subsidiary employees (1) | 181 | | $26.40 | |
| (1) | Grant vests equally over five years. |
During the nine months ended September 30, 2026, the Company granted 72 thousand time-based RSUs of Series C common stock to subsidiary employees. Such RSUs had a GDFV of $88.65 per share and generally vest in March 2028.
Also during the nine months ended September 30, 2026, the Company granted 153 thousand performance-based RSUs of Series C common stock to subsidiary employees. Such performance-based RSUs had a GDFV of $105.10 per share and vest in March 2030, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.
The Company did not grantany options to purchase shares of Series A or Series B common stock during the nine months ended September 30, 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 Media’s 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 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, 2026 | 3,534 | | $48.02 | | | | | | | |
| Granted | 181 | | $84.25 | | | | | | | |
| Exercised | (426) | | $31.94 | | | | | | | |
| Forfeited/Cancelled | — | | $— | | | | | | | |
| Outstanding at September 30, 2026 | 3,289 | | $52.10 | | 2.2 | years | | $133 | | |
| Exercisable at September 30, 2026 | 2,558 | | $41.89 | 1.1 | years | | $129 | | ||
As of September 30, 2026,400 thousand options of Series B common stock remained outstanding at an exercise price of $85.09, a remaining contractual life of 6.2 years and an intrinsic value of approximately $1 million. None of these options were exercisable as of September 30, 2026.
As of September 30, 2026, there wereno outstanding options to purchase shares of Series A common stock.
As of September 30, 2026, the total unrecognized compensation cost related to unvested Awards was approximately $61 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.9 years.
As of September 30, 2026, Liberty reserved 3.7 million shares of Series B and Series C 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 and nine months ended September 30, 2026 are approximately 2 million and 5 million potentially dilutive shares of Liberty Media’s common stock, respectively, because their inclusion would be antidilutive. There wereno potentially dilutive shares of Liberty Media’s common stock excluded from diluted EPS for the three months ended September 30, 2025 because their inclusion would be antidilutive. Excluded from diluted EPS for the nine months ended September 30, 2025 are approximately 2 million potentially dilutive shares of Liberty Media’s common stock because their inclusion would be antidilutive. There wereno potentially dilutive shares of Liberty Live common stock excluded from diluted EPS for the three and nine months ended September 30, 2025 because their inclusion would be antidilutive.
Series A, Series B and Series C Common Stock
The basic and diluted EPS calculations are based on the following WASO.
| · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · Three months ended September 30, · · Nine months ended September 30, · | |||||||
| · 2026 · · 2025 · · 2026 · · 2025 · | |||||||
| · · number of shares in millions · | |||||||
| Basic WASO | 251 | 250 | | 251 | | 250 | |
| Potentially dilutive shares (a) | 13 | 11 | | 8 | | 7 | |
| Diluted WASO | 264 | 261 | | 259 | | 257 | |
| (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 September 30, · · Nine months ended September 30, · | |||||||||
| · 2026 · · 2025 · · 2026 · · 2025 · | |||||||||
| · · amounts in millions · | |||||||||
| Basic earnings (loss) attributable to Liberty Media's stockholders | $163 | | 66 | | 225 | | 470 | | |
| Adjustments (a) | | (49) | | (3) | | (97) | | (11) | |
| Diluted earnings (loss) attributable to Liberty Media's stockholders | $114 | | 63 | | 128 | | 459 | | |
| (a) | For periods in which share settlement of the 2.25% Convertible Senior Notes due 2027 or 2.375% Convertible Senior Notes due 2032 (as defined in note 7), which may be settled in shares of Series C common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instruments 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 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 · · Nine months ended · | |||
| · September 30, 2025 · · September 30, 2025 · | |||
| · number of shares in millions · | |||
| Basic WASO | 92 | 92 | |
| Potentially dilutive shares (a) | 1 | — | |
| Diluted WASO | 93 | 92 | |
| (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:
| · · · · · · · · · · · · · · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 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 | | $1,426 | 1,401 | 25 | 783 | 783 | — | | |||||
| Short term investments | | $581 | | — | | 581 | | — | | — | | — | |
| Financial instrument assets | | $299 | 117 | 182 | 122 | 109 | 13 | | |||||
| Debt | | $1,204 | — | 1,204 | 597 | — | 597 | | |||||
Liberty’s Level 2 cash equivalents and short term investments are interest-bearing time deposits. These assets are not considered to be traded on “active markets,” as defined in GAAP.
Liberty's Level 2 financial instruments are derivative instruments, which include interest rate swaps and capped calls, as described in note 7. 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 September 30, 2026, $83 million and $99 million of financial instrument assets in the table above are included in theprepaid and other current assets andother assets line items, respectively, in the condensed consolidated balance sheet. As of 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 · · Nine months ended · | ||||||||||
| · · September 30, · · September 30, · | ||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||
| · · amounts in millions · | ||||||||||
| Debt measured at fair value (a) | | $49 | | 5 | | 60 | | (39) | | |
| Foreign currency forward contracts | | | 1 | | — | | (2) | | 335 | |
| Interest rate swaps | | | 56 | | 4 | | 98 | | (49) | |
| Capped calls | | | (39) | | — | | (39) | | — | |
| Other | | (1) | 7 | 5 | 4 | | ||||
| | | $66 | 16 | 122 | 251 | | ||||
| (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 convertible. 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 gain of $14 million and gain of $3 million for the three months ended September 30, 2026 and 2025, respectively, and a gain of $14 million and a loss of $2 million for the nine months ended September 30, 2026 and 2025, respectively. The cumulative change since issuance was a gain of $79 million as of September 30, 2026, net of the recognition of previously unrecognized gains and losses. |
**(7)**Long-Term Debt
Debt is summarized as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Outstanding · · Carrying value · | |||||||||
| · · Principal · · September 30, · · December 31, | |||||||||
| · · September 30, 2026 · · 2026 · · 2025 · | |||||||||
| | | amounts in millions | | ||||||
| Corporate level notes and loans: | | | | | | | | | |
| 2.25% Convertible Senior Notes due 2027 (1) | | | 475 | | | 557 | | 597 | |
| 2.375% Convertible Senior Notes due 2032 (1) | | | 690 | | | 647 | | — | |
| Other | | | 21 | | | 21 | | 24 | |
| Subsidiary notes and loans: | | | | | | | | | |
| Formula 1 Senior Loan Facilities | | | 3,319 | | | 3,302 | | 3,331 | |
| MotoGP Credit Facilities | | | 1,024 | | | 1,024 | | 1,173 | |
| Deferred financing costs | | | | | | (23) | | (25) | |
| Total debt | | $5,529 | | 5,528 | 5,100 | | |||
| Debt classified as current | | | | | (635) | (52) | | ||
| Total long-term debt | | | | | $4,893 | 5,048 | | ||
(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 common stock or a combination of cash and shares of Series C common stock and mature on August 15, 2027 (the “2.25% Convertible Senior Notes due 2027”). The 2.25% Convertible Senior Notes due 2027 are classified as a current liability in the condensed consolidated balance sheet as of September 30, 2026. As of September 30, 2026, the conversion rate for the notes is approximately 12.0505 shares of Series C common stock per $1,000 principal amount of notes, equivalent to a conversion price of approximately $82.98 per share of Series C 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.
Capped Call Transactions
On August 10, 2026, Liberty entered into privately negotiated capped call transactions with certain financial institutions related to the 2.25% Convertible Senior Notes due 2027. Liberty paid $121 million for 1,425,000 call options with a strike price of approximately $82.98 and cap price of $125 per share of Series C common stock. The capped call transactions expire on August 15, 2027 and are expected to generally offset any potential cash payments the Company is required to make in excess of the principal amount of the 2.25% Convertible Senior Notes due 2027 that are converted and/or reduce potential dilution to Series C common stock upon any conversion of the 2.25% Convertible Senior Notes due 2027. Accordingly, cash paid for the capped calls is presented as cash outflows from financing activities on the condensed consolidated statement of cash flows. The fair value of the capped calls was $83 million as of September 30, 2026 and is included in theprepaid and other current assets line item in the condensed consolidated balance sheet. See note 6 for information related to unrealized gains (losses) on financial instruments, net measured at fair value.
2.375% Convertible Senior Notes due 2032
On August 13, 2026, Liberty issued $690 million convertible notes at an interest rate of 2.375% per annum, which, at Liberty’s election, are convertible into cash, shares of Series C common stock or a combination of cash and shares of Series C common stock and mature on August 15, 2032 (the “2.375% Convertible Senior Notes due 2032”). As of September 30, 2026, the conversion rate for the notes is approximately 7.2106 shares of Series C common stock per $1,000 principal amount of notes, equivalent to a conversion price of $138.68 per share of Series C 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 September 30, 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 5.77% as of September 30, 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 September 30, 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 Term Loan B with a new€800 million Term Loan B, its previous Term Loan A with a new$232.5 million Term Loan A and its previous multicurrency revolving credit facility with a new€100 million multicurrency revolving credit facility. Effective August 18, 2025, the margin for the Term Loan B was reduced to 2.75% with a reference rate of theeuro interbank offered rate (“EURIBOR”), the margin for the Term Loan A was reduced to 1.75% with a reference rate of Term SOFR and the margin for the revolving credit facility was reduced to 2.25% with a reference rate of one of Term SOFR, the sterling overnight index averageor EURIBOR based on the currency of the applicable borrowing. Effective May 29, 2026, the margin for the Term Loan B stepped down to 2.50%, the margin for the Term Loan A stepped down to 1.50% and the margin for the revolving credit facility stepped down to 2.00%.
On June 17, 2026, MotoGP refinanced the Term Loan B with a new€720 million Term Loan B with a maturity of August 18, 2032, Term Loan A with a new$209 million Term Loan A with a maturity of August 18, 2030 and multicurrency revolving credit facility with a new€100 million multicurrency revolving credit facility with a maturity of August 18, 2030 (collectively, the “MotoGP Credit Facilities”). Effective June 17, 2026, the margin for the Term Loan B was reduced to 2.25% (with a range of 2.00% to 2.25% depending on a leverage ratio), the margin for the Term Loan A remained 1.50% (with a range of 1.25% to 1.50% depending on a leverage ratio) and the margin for the revolving credit facility remained 2.00% (with a range of 1.50% to 2.00% depending on a leverage ratio). As of September 30, 2026, there wereno outstanding borrowings under the€100 million multicurrency revolving credit facility. The weighted average interest rate on the MotoGP Credit Facilities was approximately 5.01% as of September 30, 2026. The MotoGP 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 September 30, 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 (as defined below) 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 September 30, 2026 · | ||||||||||||||
| | | | | | | | Reportable | | Corporate and | | | | | |
| · · Formula 1 · · MotoGP · · segments total · · Other · · Eliminations · · Total · | ||||||||||||||
| · · amounts in millions · | ||||||||||||||
| Revenue: | | | | | | | | | | | | | | |
| Primary revenue | | $934 | | 99 | | 1,033 | | — | | — | | 1,033 | | |
| Other revenue | | | 181 | | 12 | | 193 | | 6 | | (6) | | 193 | |
| Total revenue | | | 1,115 | | 111 | | 1,226 | | 6 | | (6) | | 1,226 | |
| Operating expenses: | | | | | | | | | | | | |||
| Team payments | | | (422) | | — | | (422) | | — | | — | | (422) | |
| Other cost of revenue | | | (261) | | (55) | | (316) | | — | | 6 | | (310) | |
| Selling, general and administrative, excluding stock-based compensation | | | (94) | | (21) | | (115) | | (26) | | — | | (141) | |
| Adjusted OIBDA | | $338 | | 35 | | 373 | | (20) | | — | | 353 | | |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Nine months ended September 30, 2026 · | ||||||||||||||
| | | | | | | | Reportable | | Corporate and | | | | | |
| · · Formula 1 · · MotoGP · · segments total · · Other · · Eliminations · · Total · | ||||||||||||||
| · · amounts in millions · | ||||||||||||||
| Revenue: | | | | | | | | | | | | | | |
| Primary revenue | | $2,052 | | 332 | | 2,384 | | — | | — | | 2,384 | | |
| Other revenue | | | 444 | | 43 | | 487 | | 18 | | (18) | | 487 | |
| Total revenue | | | 2,496 | | 375 | | 2,871 | | 18 | | (18) | | 2,871 | |
| Operating expenses: | | | | | | | | | | | | |||
| Team payments | | | (922) | | — | | (922) | | — | | — | | (922) | |
| Other cost of revenue | | | (657) | | (189) | | (846) | | — | | 18 | | (828) | |
| Selling, general and administrative, excluding stock-based compensation | | | (268) | | (59) | | (327) | | (54) | | — | | (381) | |
| Adjusted OIBDA | | $649 | | 127 | | 776 | | (36) | | — | | 740 | | |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended September 30, 2025 · | ||||||||||||||
| | | | | | | | Reportable | | Corporate and | | | | | |
| · · Formula 1 · · MotoGP · · segments total · · Other · · Eliminations · · Total · | ||||||||||||||
| · · amounts in millions · | ||||||||||||||
| Revenue: | | | | | | | | | | | | | | |
| Primary revenue | | $738 | | 147 | | 885 | | — | | — | | 885 | | |
| Other revenue | | | 131 | | 22 | | 153 | | 68 | | (21) | | 200 | |
| Total revenue | | | 869 | | 169 | | 1,038 | | 68 | | (21) | | 1,085 | |
| Operating expenses: | | | | | | | | | | | | |||
| Team payments | | | (341) | | — | | (341) | | — | | — | | (341) | |
| Other cost of revenue | | | (211) | | (84) | | (295) | | (49) | | 21 | | (323) | |
| Selling, general and administrative, excluding stock-based compensation | | | (83) | | (19) | | (102) | | (22) | | — | | (124) | |
| Adjusted OIBDA | | $234 | | 66 | | 300 | | (3) | | — | | 297 | | |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Nine months ended September 30, 2025 · | ||||||||||||||
| | | | | | | | Reportable | | Corporate and | | | | | |
| · · Formula 1 · · MotoGP · · segments total · · Other · · Eliminations · · Total · | ||||||||||||||
| · · amounts in millions · | ||||||||||||||
| Revenue: | | | | | | | | | | | | | | |
| Primary revenue | | $2,089 | | 147 | | 2,236 | | — | | — | | 2,236 | | |
| Other revenue | | | 409 | | 22 | | 431 | | 266 | | (60) | | 637 | |
| Total revenue | | | 2,498 | | 169 | | 2,667 | | 266 | | (60) | | 2,873 | |
| Operating expenses: | | | | | | | | | | | | |||
| Team payments | | | (968) | | — | | (968) | | — | | — | | (968) | |
| Other cost of revenue | | | (613) | | (84) | | (697) | | (201) | | 60 | | (838) | |
| Selling, general and administrative, excluding stock-based compensation | | | (237) | | (19) | | (256) | | (72) | | — | | (328) | |
| Adjusted OIBDA | | $680 | | 66 | | 746 | | (7) | | — | | 739 | | |
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 $1,310 million for the remainder of 2026, $3,704 million in 2027, $3,497 million in 2028, $9,445 million in 2029 through 2033, and $1,618 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
| | | | | |
|---|---|---|---|---|
| · · September 30, 2026 | ||||
| · · amounts in millions | ||||
| Formula 1 | | $9,153 | | |
| MotoGP | | | 6,022 | |
| Corporate and other | | 2,150 | ||
| Elimination | | | (575) | |
| Total assets | | $16,750 | ||
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 · · Nine months ended · | ||||||||||
| · · September 30, · · September 30, · | ||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||
| · · amounts in millions · | ||||||||||
| Adjusted OIBDA | | $353 | 297 | 740 | 739 | | ||||
| Concorde incentive payments | | | — | | — | | — | | (50) | |
| Acquisition costs | | | — | | (14) | | — | | (28) | |
| Stock-based compensation | | (6) | (7) | (17) | (15) | | ||||
| Depreciation and amortization | | (110) | (118) | (334) | (275) | | ||||
| Operating income (loss) | | | 237 | | 158 | | 389 | | 371 | |
| Interest expense | | (69) | (79) | (205) | (176) | | ||||
| Realized and unrealized gains (losses) on financial instruments, net | | 66 | 16 | 122 | 251 | | ||||
| Other, net | | 10 | (9) | 29 | 90 | | ||||
| Earnings (loss) from continuing operations before income taxes | | $244 | 86 | 335 | 536 | | ||||
**(10)**Subsequent Events
Exchange Agreement
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, and, in exchange therefor (the “Exchange”), the Company issued to the Malone Holders an aggregate of 602,302 shares of Series A common stock and 5,420,699 shares of Series C common stock. The shares of Series B common stock transferred to the Company in the Exchange were cancelled and retired. Immediately following the Exchange, the Company issued to a revocable trust of which Dr. Malone is the sole trustee and beneficiary (the “JM Trust”) an additional 12,298 shares of Series A common stock and 63,378 shares of Series C common stock (collectively, the “Adjustment Shares”) with respect to the 47,297 shares of Series C common stock held by the JM Trust that were exchangeable into Series B common stock in certain circumstances under the Existing Exchange Agreement (as defined below). Those 47,297 shares of Series C common stock remain outstanding and were retained by the JM Trust. The Exchange and the issuance of the Adjustment Shares were completed concurrently with execution of the Exchange Agreement.
The Exchange Agreement and the transactions contemplated thereby were approved by a special committee (the “Special Committee”) of the Company’s Board of Directors consisting solely of disinterested and independent directors for purposes of Nevada law, advised by its own independent financial and legal advisors.
The Exchange Agreement contains representations and warranties of certain parties thereto that are customary for a transaction of this type. The Exchange Agreement also provides for, among other things, (i) a commitment by the Company to provide, for five years following the closing of the Exchange, certain specified benefits to Dr. Malone and, as applicable, his spouse and eligible dependents, (ii) subject to specified exceptions and limitations, indemnification by the Company of each of the Malone Holders and certain related persons for certain losses to the extent arising out of the Exchange Agreement, the Exchange or the issuance of the Adjustment Shares, and (iii) a mutual release of claims to the extent arising out of the Exchange Agreement, the Exchange or the issuance of the Adjustment Shares. Effective immediately following the Exchange, the issuance of the Adjustment Shares and the termination of the Existing Exchange Agreement, Dr. Malone
ceased to hold the title of Chairman Emeritus of the Company, and his employment agreement was amended to provide that he will serve the Company as Senior Advisor. Except as so amended, his employment agreement remains in effect.
The Exchange Agreement, dated as of July 28, 2021, by and among the Company, John C. Malone and the JM Trust (the “Existing Exchange Agreement”) was terminated immediately following the issuance of the Adjustment Shares at the closing thereof, other than certain provisions that survive in accordance with the terms of the Exchange Agreement.
The Company is currently evaluating the accounting for the Exchange and the issuance of the Adjustment Shares.
Option Agreement
On November 4, 2026, the Company entered into a Stock Option Award and Settlement Agreement (the “Option Agreement”) with Robert R. Bennett, Chairman of the Board of Directors of the Company. Under the Option Agreement, effective on the date specified therein (the “Grant Date”), (i) each of Mr. Bennett’s outstanding stock options to purchase Series B common stock will vest in full and be cancelled in exchange for a cash payment equal to the excess, if any, of the fair market value of a share of Series B common stock on the Grant Date over the applicable exercise price, and (ii) the Company will grant Mr. Bennett nonqualified stock options under the Company’s 2022 Omnibus Incentive Plan to purchase 600,000 shares of Series A common stock and 60,000 shares of Series C common stock, with each such option having an exercise price equal to the fair market value of a share of the applicable series on the Grant Date. The new options will vest 20% on the Grant Date and 20% on each of the first four anniversaries thereof.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.