Liberty Media Corp

Except as discussed below and in Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, there have been no material changes in our risk factors from those disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q.

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.

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.

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.

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

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.

The following risk factors are hereby replaced in their entirety as set forth below.

It may be difficult for a third party to acquire our Company, even if doing so may be beneficial to our stockholders.

Certain provisions of our current articles of incorporation (the “Charter”) and bylaws may discourage, delay or prevent a change in control of our Company that a stockholder may consider favorable. These provisions include:

II-1

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.

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

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.