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Item 1A. Risk Factors

2026-02-26 compared with 2025-03-03 · 131 added, 169 removed, 227 unchanged (57% of the section changed)

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If any of the events described below or in the documents incorporated by reference herein were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected, which in turn could have a material adverse effect on the value of our common stock.

Factors Relating to our Corporate History and the Split-Off

The historical financial information included in this Annual Report on Form 10-K is not necessarily representative of our future financial position, future results of operations or future cash flows.

In valuing shares of our common stock, investors should recognize that the historical financial information included in this Annual Report on Form 10-K with respect to the fiscal year ending December 31, 2022 and a portion of the fiscal year ending December 31, 2023 prior to the completion of the Split-Off has been extracted from Liberty Media’s historical consolidated financial statements and does not necessarily reflect what our results of operations, financial condition and cash flows would have been had we been a separate, stand-alone company pursuing independent strategies during those periods prior to the completion of the Split-Off.

In addition, our historical financial results insofar as they relate to periods prior to the completion of the Split-Off reflect allocations of corporate expenses from Liberty Media for corporate functions from Liberty Media.

These expenses may be more or less than the comparable expenses we would have incurred had we operated as a separate publicly traded company during periods prior to the Split-Off.

In connection with the Split-Off, we entered into the services agreement with Liberty Media, pursuant to which Liberty Media provides us with certain administrative, financial, treasury, accounting, tax, legal and other services, for which we will reimburse Liberty Media on a fixed fee basis.

Accordingly, our historical financial results for periods prior to the completion of the Split-Off are not necessarily representative of the results we would have achieved as a separate public company and may not be a reliable indicator of our future results .

Additionally, as we continue to transition away from the services provided under the services agreement as noted below, our cost of performing or procuring these services or comparable replacement services could increase, and historical financial results for periods prior to the Corporate Governance Transition may not necessarily be a reliable indicator of our future results.

As we begin transitioning away from services previously provided by Liberty, we may fail to replicate or replace certain functions, systems and infrastructure in a timely fashion, or at all, and may lose benefits from Liberty’s global contracts.

Historically, we have received services from Liberty, including through shared services contracts with various third-party service providers.

Under the services agreement, Liberty has agreed to continue to provide us with certain services and support that were historically provided to us by or through Liberty prior to the Split-Off.

The services agreement does not continue indefinitely and services provided under the services agreement generally terminate at various times specified in the agreement and the schedules thereto.

We have begun transitioning away from certain services previously provided under the services agreement.

For instance, Liberty previously provided some of its executive officers to serve as executive officers of the Company.

As previously disclosed, as part of the Corporate Governance Transition, on August 31, 2024, all of the officers of the Company previously provided by Liberty (with limited exceptions) stepped down from their officer positions, and members of the Braves operating team assumed these roles effective as of September 1, 2024.

These transitions included appointing a new chief executive officer, chief financial officer, chief legal officer, chief culture officer and executive vice presidents of the Company.

We are working to replicate or replace the services, and associated systems and data, and information security and cybersecurity procedures and systems, that we will continue to need in the operation of our business that have been provided by or through Liberty, including those we receive through shared service contracts Liberty has with various third-party providers or through the services agreement for applicable transitional periods.

As a result, when Liberty ceases to provide these services to us, either as a result of the termination of the services agreement or individual services thereunder, our costs

of performing or procuring these services or comparable replacement services could increase.

In addition, we have historically received certain informal support from Liberty, including communications, technical support, market intelligence and market data, which may not be addressed in our transition plans.

We may lose the benefit of this informal support following the termination of the services agreement.

Furthermore, in connection with our efforts to replicate or replace these services, certain third-party systems we are using may have imbedded risks such as cybersecurity susceptibility that we may not be able to resolve effectively or efficiently.

As a result, we may need to purchase comparable replacement services on less favorable commercial and legal terms, and the cessation of such services could result in service interruptions and divert management attention from other aspects of our operations, including ongoing efforts to implement technological developments and innovations.

We are also making infrastructure investments and hiring additional employees to operate without the same access to Liberty’s existing operational and administrative infrastructure.

We have established or expanded our own tax, treasury, internal audit, accounting, investor relations, cybersecurity, corporate governance and listed company compliance and other corporate functions.

Due to the scope and complexity of the underlying projects relative to these efforts, we have been incurring and expect to continue to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Liberty historically provided us prior to the Split-Off and under the services agreement.

The total costs could be materially higher than our estimate, and the timing of the incurrence of these costs may be subject to change.

We have incurred, and may continue to incur, material costs not previously incurred as a result of our separation from Liberty Media.

We have incurred and expect to continue to incur costs and expenses not previously incurred as a result of the Split-Off.

These increased costs and expenses may arise from various factors, including financial reporting, costs associated with complying with the federal securities laws (including compliance with the Sarbanes-Oxley Act), tax administration and human resources related functions.

These costs could be material to our business.

Our agreements with Liberty Media were negotiated while we were still a subsidiary of Liberty Media and therefore may not be the result of arms’ length negotiations.

We have entered into a number of agreements with Liberty Media covering matters such as tax sharing and allocation of responsibility for certain liabilities previously undertaken by Liberty Media for certain of our businesses.

In addition, we have entered into the services agreement with Liberty Media pursuant to which Liberty Media provides us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we reimburse Liberty Media on a fixed fee basis, subject to quarterly review.

The terms of all of these agreements were established while we were a wholly-owned subsidiary of Liberty Media, and therefore may not be the result of arms’ length negotiations.

We believe that the terms of these agreements are and will be commercially reasonable and fair to all parties under the circumstances;

however, conflicts could arise in the interpretation or any extension or renegotiation of the foregoing agreements.

We may have a significant indemnity obligation to Liberty Media.

While the characterization of the Split-Off and certain related transactions (the “Split-Off Transactions”) as tax-free to the holders of Liberty Braves common stock was agreed to by the Internal Revenue Service, the Split-Off would result in a significant U.S.

federal income tax liability to Liberty Media (but not to former holders of Liberty Braves common stock or holders of Liberty Formula One common stock) under Section 355(e) of the Internal Revenue Code of 1986 (the “Code”) if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by either vote or value) in the stock of Liberty Media or in the stock of our Company (or any successor corporation) (excluding, for this purpose, acquisitions of our common stock meeting statutory exceptions) as part of a plan or series of related transactions that includes the Split-Off Transactions.

The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case.

Prior to the Split-Off, we entered into a tax sharing agreement with Liberty Media.

by vote or value) in the stock of our Company (or any successor corporation) being sold as part of a plan or series of related transactions that includes the Split-Off Transaction, or (iii) result from any excess loss account (within the meaning of applicable U.S.

Treasury Regulations) in our common stock, or gain recognized under Section 361(b) of the Code due to the application of the basis limitation in the last sentence of Section 361(b)(3) of the Code.

Our indemnification obligations to Liberty Media, its subsidiaries and certain related persons are not limited in amount or subject to any cap.

If we are required to indemnify Liberty Media, its subsidiaries or such related persons under the circumstances set forth in the tax sharing agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.

We may not realize the potential benefits from the Split-Off in the near term or at all.

Liberty Media anticipated that we would realize certain strategic and financial benefits as a result of our separation from Liberty Media.

In particular, the Split-Off was intended to provide greater transparency to investors with respect to our business, which was expected to result in a trading price for our common stock that reflects a reduced valuation discount than that applied to Liberty Media’s Liberty Braves common stock prior to the Split-Off.

However, there can be no assurance that the trading price of our common stock will reflect a reduced valuation discount, as compared to Liberty Media’s former Liberty Braves common stock, as a result of the completion of the Split-Off.

In this case, our equity currency would not be as attractive to use for raising capital to fund our financial needs or for the retention and attraction of qualified personnel.

Given the added costs associated with the completion of the Split-Off, including the separate accounting, legal and other compliance costs of being a separate public company, our failure to realize the anticipated benefits of the Split-Off in the near term or at all could adversely affect us.

Malone owns shares of our common stock representing approximately 48.3% of our aggregate voting power, which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.

Malone beneficially owns shares of our common stock representing the power to direct approximately 48.3% of the aggregate voting power of our common stock.

The Company and Dr.

Malone have not entered into any arrangements that prohibit or limit his ability to acquire additional shares of our common stock, and therefore Dr.

Malone could acquire beneficial ownership of (x) 346,106 additional shares of BATRA or (y) 322,440 additional shares of BATRB (which represents all of the outstanding shares of BATRB that were not owned by Dr.

Malone as of immediately following the Split-Off) and 23,666 additional shares of BATRA to control approval of general matters submitted to stockholders for approval, pursuant to which holders of shares of BATRA and BATRB would vote together as a single class.

Malone may continue to be deemed 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.

Pursuant to the Malone Voting Agreement, Terrence F.

McGuirk was granted proxy rights to 887,079 BATRB shares held by Dr.

Malone (and directly by JCM AB LLC) and the right to exercise control over the voting of such shares on routine matters in August 2024.

Malone retains his voting rights over non-routine matters, including, but not limited to, the approval of any merger, takeover or other change of control transaction.

Factors Relating to Our Business

Broadcasting rights, both national and local, present an important source of revenue for us, and decreases in this broadcasting revenue could have an adverse effect on our financial results.

Braves Holdings derives revenue directly from the sale of their local broadcasting rights through an individually negotiated carriage or license agreement.

The sale of their national broadcasting rights, together with those of all other MLB Clubs, is organized through MLB with all such revenue allocated consistent with the MLB Rules and Regulations.

A majority of this revenue is reliant on a limited number of broadcasting partners.

Solvency and business disruptions impacting our broadcasting partners, as well as any decline in television ratings, carriage disputes, popularity of the Braves specifically, or even MLB as a whole, could adversely affect the revenue that can be derived from the sale of these broadcasting rights.

There can be no assurance that upon the completion of local or national contractual arrangements that Braves Holdings or MLB will be able to successfully negotiate extensions or replacement deals that would provide similar amounts of revenue for Braves Holdings.

In recent years, certain regional sports networks have experienced financial difficulties.

For example, in 2023 Diamond Sports Group, a subsidiary of Sinclair Broadcasting Group and parent of SportSouth which licenses and distributes sports content in various regional markets including the Braves games (other than nationally televised games), filed voluntary petitions for relief under Chapter 11 in the United States Bankruptcy Court for the Southern District of Texas.

Diamond Sports Group completed its financial restructuring and emerged from bankruptcy effective January 2025 as Main Street Sports Group and provided all payments to Braves Holdings during bankruptcy and throughout the 2025 season.

In late 2025 and early 2026, Main Street Sports Group continued to face financial difficulties culminating in the failure to make contractual payments to various professional sport clubs, including the Braves.

As a result, the Braves terminated the Braves Broadcasting Agreement and recorded an impairment on the underlying long-term local broadcasting contract asset.

In February 2026, the Braves announced BravesVision, a multimedia platform owned and operated by the Company that will become the local television home of the Braves beginning with the 2026 season.

This new multimedia platform and its monetization of our local broadcasting rights may provide less revenue than what Braves Holdings previously received pursuant to the Braves Broadcast Agreement.

Our business’ financial success depends, in large part, on the Braves achieving on-field success.

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Furthermore, participation in MLB’s postseason provides the franchise with additional revenue and income, primarily derived from games played at the Braves’ home stadium.

The Braves appeared in 2 out of 18 potential postseason games in 2024, 4 out of 18 potential postseason games in 2023 and 4 out of 17 potential postseason games in 2022.

Net revenue from postseason play (after reduction for allocable postseason share payments) was approximately $2.0 million, $11.3 million, and $8.4 million in 2024, 2023 and 2022, respectively.

While the Braves have made the MLB postseason during nine of the past thirteen seasons, and were the 2021 World Series Champions, there can be no assurance that the team will perform well or qualify for postseason play during the next season or any season thereafter.

While the Braves did not make the postseason in 2025, the team appeared in 2 out of 18 potential postseason games in 2024 and 4 out of 18 potential postseason games in 2023.

Revenue from postseason play (after reduction for allocable postseason share payments) was approximately $2.0 million and $11.3 million in 2024 and 2023, respectively.

While the Braves have made the MLB postseason during nine of the past fourteen seasons, and were the 2021 World Series Champions, there can be no assurance that the team will perform well or qualify for postseason play during the next season or any season thereafter.

Poor on-field performance by the Braves is likely to adversely affect our financial performance.

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Even if the Braves are able to retain or obtain players who have had successful amateur or professional careers, or develop talented players through the Braves’ minor league affiliates or otherwise, there can be no assurance that such players will perform successfully for the Braves.

The 2017 penalties handed down by MLB against the Braves in the international market limited the Braves’ ability to recruit players internationally through the 2021 season, and could have an impact on the future pipeline of talent going forward.

Determining the market value of an MLB player is difficult, subject to market conditions and involves the use of subjective inputs and significant assumptions, any of which may prove to be inaccurate.

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Management of Braves Holdings focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profit for the sake of immediate on-field success.

For example, in order to improve the short-term performance of the team, management may decide to make trades for highly compensated players and sign free agents or current players to high value contracts, which could significantly increase operating expenses for a given year, and which could adversely impact the trading price of our common stock.

For example, in order to improve the short-

term performance of the team, management may decide to make trades for highly compensated players and sign free agents or current players to high value contracts, which could significantly increase operating expenses for a given year, and which could adversely impact the trading price of our common stock.

In addition, to the extent higher salaries must be paid in order to retain talented players, the Braves may be subject to the Competitive Balance Tax imposed by the CBA if the Braves’ aggregate average payroll exceeds the predetermined thresholds contained in the CBA.

The Braves were required to pay the Competitive Balance Tax for the 2024 and 2023 seasons.

The Braves were not required to pay the Competitive Balance Tax for the 2025 season, but did for the 2024 and 2023 seasons.

For more information about the Competitive Balance Tax, see “Item 1.

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Such rules and decisions may be inconsistent with strategies adopted by management and may have a negative effect on the near-term value of our common stock.

Our ability to retain and attract key personnel could adversely impact our success.

There is substantial competition within the market for key personnel, including senior management and other qualified employees.

Our commercial success is dependent on the abilities and reputation of senior management within the industries in which we operate, which could be difficult to replicate.

We continually work to hire, develop and incentivize other qualified employees and believe we have constructed a strong management team to surround and support senior management.

However, the loss of key personnel or the inability to attract and retain key personnel could have a material adverse effect on our results.

Organized labor matters could have an adverse effect on our financial results.

Our business is dependent upon the efforts of unionized workers.

MLB players are covered by the CBA.

MLB has experienced labor difficulties in the past and may have labor issues in the future.

Labor difficulties may include players’ strikes or protests or management lockouts.

MLB has also had disputes with the labor union representing the major league umpires, which have resulted in strikes and the need to use replacement umpires.

MLB experienced a players’ strike during the 1994 season, which resulted in a regular season that was shortened and the cancelation of the World Series.

In December 2021, the previous collective bargaining agreement expired and MLB commenced a lockout of the Major League players.

As a result of the lockout, the start of the 2022 regular season was delayed until the MLB Clubs reached a tentative agreement in March 2022 on the terms of the CBA in a Memorandum of Understanding and the regular season began in April.

Business - MLB Rules and Regulations - Collective Bargaining Agreement.” The current CBA covers the 2022 through 2026 MLB seasons.

Any labor disputes, such as players’ strikes, protests or lockouts as a result of the inability to enter into a new CBA before the expiration of the current CBA could postpone or cancel MLB games.

No revenue will be recognized for cancelled games and the impact may have a material negative effect on our business and results of operations.

The organizational structure of MLB and its rules and regulations impose substantial restrictions on our and our subsidiaries’ operations.

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No assurance can be given that any changes to the MLB Rules and Regulations, adoption of new MLB Rules and Regulations or decisions made by the Commissioner of Baseball will not adversely affect our business and our financial results and have a negative impact upon the value of our common stock.

Organized labor matters could have an adverse effect on our financial results.

Our business is dependent upon the efforts of unionized workers.

MLB players are covered by the CBA.

MLB has experienced labor difficulties in the past and may have labor issues in the future.

Labor difficulties may include players’ strikes or protests or management lockouts.

MLB has also had disputes with the labor union representing the major league umpires, which have resulted in strikes and the need to use replacement umpires.

MLB experienced a players’ strike during the 1994 season, which resulted in a regular season that was shortened and the cancelation of the World Series.

In December 2021, the previous collective bargaining agreement expired and MLB commenced a lockout of the Major League players.

Business - MLB Rules and Regulations - Collective Bargaining Agreement.” The CBA covers the 2022 through 2026 MLB seasons.

Any labor disputes, such as players’ strikes, protests or lockouts, could postpone or cancel MLB games.

No revenue will be recognized for cancelled games and the impact may have a material negative effect on our business and results of operations.

The possibility of MLB expansion could create increased competition.

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Viewership, and interest in baseball generally, may fluctuate due to factors outside of our control.

Viewership of professional baseball has experienced declines in recent years and, although recent declines have seen some recovery, any future decline in television ratings or attendance for MLB as a whole could have an adverse effect on our financial results.

Viewership of professional baseball has experienced declines in certain years and, although previous declines have seen some recovery, any future decline in television ratings or attendance for MLB as a whole could have an adverse effect on our financial results.

The Braves compete for entertainment and advertising dollars with other sports and entertainment activities.

During parts of the MLB regular season, the Braves experience competition from college football, professional basketball (the Atlanta Hawks), professional football (the Atlanta Falcons) and professional soccer (the Atlanta United FC).

As sporting and entertainment trends change, fans may be drawn to other spectator sports and entertainment options, in spite of on-field success by the Braves.

Broadcasting rights, both national and local, present an important source of revenue for us, and decreases in this broadcasting revenue could have an adverse effect on our financial results.

Braves Holdings derives revenue directly from the sale of their local broadcasting rights through an individually negotiated carriage or license agreement.

The sale of their national broadcasting rights, together with those of all other MLB Clubs, is organized through MLB with all such revenue allocated consistent with the MLB Rules and Regulations.

A majority of this revenue is reliant on a limited number of broadcasting partners.

In recent years, certain regional sports networks have experienced financial difficulties.

For example, Diamond Sports Group, a subsidiary of Sinclair Broadcasting Group which licenses and distributes sports content in various regional markets including the Braves games (other than nationally televised games), filed voluntary petitions for relief under Chapter 11 in the United States Bankruptcy Court for the Southern District of Texas.

While Diamond Sports Group completed its financial restructuring and has emerged from bankruptcy effective January 2025 as Main Street Sports Group, and provided all payments to Braves Holdings during bankruptcy, any difficulties in connection with the reemergence from bankruptcy or any other continued financial difficulties may have a material unfavorable impact on our revenue or results from operations in the future.

Our ability to incur indebtedness to fund our operations will be limited, which could negatively impact our operations.

Braves Holdings generally funds its operating activities through cash flow from operations and two credit facilities, with a combined borrowing capacity of $275.0 million.

As of December 31, 2024, there were no amounts outstanding under these credit facilities.

Braves Holdings generally funds its operating activities through cash flow from operations and two credit facilities, with a maximum combined borrowing capacity of $275.0 million.

As of December 31, 2025, there was $35 million outstanding under these credit facilities.

If cash flows become insufficient to cover operating or capital needs, we may be required to take on additional indebtedness, but applicable CBA rules limit the aggregate amount of indebtedness that the Braves may incur.

Business – MLB Rules and Regulations – Collective Bargaining Agreement” and “Business – MLB Rules and Regulations – Debt Service Rule.” Following our separation from Liberty Media, we do not have access to Liberty Media’s capital or credit and our ability to obtain significant financing on favorable terms, or at all, may be more limited as a standalone company than as a subsidiary of Liberty Media.

Business – MLB Rules and Regulations – Collective Bargaining Agreement” and “Business – MLB Rules and Regulations – Debt Service Rule.” Following our separation from Liberty, we do not have access to Liberty’s capital or credit and our ability to obtain significant financing on favorable terms, or at all, may be more limited as a standalone company than as a subsidiary of Liberty.

Due to our size and current indebtedness, together with our assets and operating cash flow, we may be unable to support any significant financing in the future.

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As a holding company, our ability to meet our financial obligations to third parties is dependent upon our available cash balances, distributions from subsidiaries and other investments and proceeds from any asset sales.

Further, our ability to receive dividends or payments or advances from our subsidiaries’ businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they are or may become subject and the terms of their indebtedness and any additional debt they may incur in the future.

indebtedness and any additional debt they may incur in the future.

From time to time, our subsidiaries may consider opportunities to refinance such debt, including through use of cash on hand and capital markets transactions.

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and (iv) failure by the Braves to play all home games at Truist Park.

The Stadium Operating Agreement provides that any termination of the agreement will not be effective until

the conclusion of the then current MLB season, including any applicable postseason games.

The Stadium Operating Agreement provides that any termination of the agreement will not be effective until the conclusion of the then current MLB season, including any applicable postseason games.

The Stadium Operating Agreement also grants the Braves a right of first refusal in connection with any sale by Cobb County and the Cobb-Marietta Coliseum and Exhibit Hall Authority of their interests in Truist Park and provides the Braves with an exclusive option to purchase Truist Park during the twelve-month period ending six months prior to the expiration or termination of the Stadium Operating Agreement.

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Braves Holdings has, directly or indirectly through subsidiaries, taken on a significant level of debt and increased expenses related to the development of Truist Park, the Mixed-Use Development and our spring training facility.

As of December 31, 2024, Braves Holdings had approximately $197.9 million outstanding under various debt instruments for construction and other stadium-related costs, $392.2 million outstanding under various credit facilities and loans for the Mixed-Use Development and $30.0 million outstanding under a credit facility for the spring training facility.

As of December 31, 2025, Braves Holdings had approximately $223.8 million outstanding under various debt instruments for construction, other stadium-related costs, and ongoing operations costs, $487.3 million outstanding under various credit facilities and loans for the Mixed-Use Development and $30.0 million outstanding under a credit facility for the spring training facility.

Continued construction and development expenditures will increase our costs and indebtedness in the near term, which could have a negative impact on Braves Holdings’ credit worthiness and the value of our common stock.

Our financial performance may be materially adversely affected if we do not experience the anticipated benefits of the Mixed-Use Development in the near term or at all.

Braves Holdings is incurring a significant amount of capital expenditures and indebtedness in connection with the construction and development of the Mixed-Use Development.

Although we believe that the Mixed-Use Development will result in a material increase in revenue over the short and long term, including as a result of increased game attendance and rental income from the Mixed-Use Development, no assurance can be given that attendance will increase as anticipated or that the potential benefits of the Mixed-Use Development will be fully realized.

To the extent that the long-term anticipated benefits of the Mixed-Use Development do not materialize and we do not experience sustained revenue, our increased costs, including our new debt service obligations, could materially adversely affect our financial results, which is likely to suppress the value of our common stock.

Development activities, such as those associated with the Mixed-Use Development, are subject to significant risks.

Risks associated with real estate development projects, such as the Mixed-Use Development, relate to, among other items, adverse changes in national market conditions (which can result from political, regulatory, economic or other factors), increases in interest rates, competition for, and the financial condition of, tenants, the cyclical nature of property markets, adverse local market conditions, changes in the availability of debt financing, real estate tax rates and other operating expenses, zoning laws and other governmental rules and fiscal policies, energy prices, population trends, risks and operating problems arising out of the presence of certain construction materials, acts of God, uninsurable losses and other factors which are beyond the control of the developer and may make the underlying investments economically unattractive.

Development activities also involve the risk that construction may not be completed within budget or on schedule because of cost overruns, work stoppages, shortages of building materials, the inability of contractors to perform their obligations under construction contracts, defects in plans and specifications or various other factors, including natural disasters, which may be exacerbated by climate change.

activities also involve the risk that construction may not be completed within budget or on schedule because of cost overruns, work stoppages, shortages of building materials, the inability of contractors to perform their obligations under construction contracts, defects in plans and specifications or various other factors, including natural disasters, which may be exacerbated by climate change.

As a result, we may not be able to fully realize the projected long-term returns and benefits of our real estate development efforts.

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To the extent that significant changes in the climate occur where the Mixed-Use Development is located, we may experience more frequent extreme weather events, which may result in physical damage to the Mixed-Use Development or its lessees’ facilities and may adversely affect our business, results of operations and financial condition.

Furthermore, as with all real estate investments, there can be no assurance that the Mixed-Use Development will achieve the expected financial benefits of any recently acquired assets.

We perform due diligence and project expected outcomes as part of the acquisition process, however, costs related to the refurbishment and integration of such assets may be more disruptive to existing operations than anticipated or more expensive than expected.

Failure of lessees of the Mixed-Use Development to renew their leases as they expire and improvement costs associated with new leases may adversely impact our cash flow from operations, which could negatively impact our financial condition.

If Mixed-Use Development lessees do not renew their leases as they expire, we may not be able to re-lease that space in the Mixed-Use Development.

In addition, in connection with securing lease renewals or re-leasing properties, we may agree to terms that are less economically favorable than expiring lease terms, or we may be required to incur significant costs, such as renovations and improvements on behalf of the lessee.

If Mixed-Use Development lessees do not renew their leases as they expire, we may not be able to re-lease that space within the Mixed-Use Development.

Furthermore, a significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties.

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We could be adversely affected by various facts and events over which we have limited or no control, such as:

lack of or loss of demand for the amount of commercial and retail space developed and being developed at The Battery Atlanta;

lack of or loss of demand for the amount of commercial and retail space developed and being developed within the Mixed-Use Development;

effects of events outside of our or our lessees’ control affecting demand for commercial and retail space or our lessees’ ability to pay rent, such as a future pandemic or epidemic;

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While we maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect us from material financial loss for personal injuries sustained by persons at our venues, there can be no assurance that such insurance will be adequate at all times and in all circumstances.

Our ability to retain and attract key personnel could adversely impact our success.

There is substantial competition within the market for key personnel, including senior management and other qualified employees.

Our commercial success is dependent on the abilities and reputation of senior management within the industries in which we operate, which could be difficult to replicate.

We continually work to hire, develop and incentivize other qualified employees and believe we have constructed a strong management team to surround and support senior management.

However, the loss of key personnel or the inability to attract and retain key personnel could have a material adverse effect on our results.

We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or future pandemics or epidemics.

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Poor weather may adversely affect attendance at professional baseball games.

Due to weather conditions, we may be required to cancel or reschedule one or more baseball games to another available day, which could increase our costs and could negatively impact attendance, as well as concession and merchandise sales, which could negatively impact our financial performance.

sales, which could negatively impact our financial performance.

The frequency and severity of such adverse weather conditions could increase as a result of climate change.

Data loss or other breaches or disruptions of our information systems and information system security could materially harm our business and results of operations.

Penetration of our information systems or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could subject us to increased costs, litigation, actions from governmental authorities, reputational harm (which could negatively impact future revenues), and financial or other liabilities.

In addition, security breaches, incidents or the inability to protect information could lead to ticketing fraud and counterfeit tickets.

Data loss or other incidents or disruptions of our information systems and information system security could materially harm our business and results of operations.

Compromises of our information systems or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could subject us to increased costs, litigation, actions from governmental authorities, reputational harm (which could negatively impact future revenues), and financial or other liabilities.

In addition, security incidents or the inability to protect information could lead to ticketing fraud and counterfeit tickets.

Additionally, we rely on technology, such as our information systems, content distribution systems, ticketing systems, and payment processing systems, as well as technology and information systems of third-party vendors, to conduct our business.

Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, potential disruptions from software updates (including due to inadequate testing of updates), denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, may affect the information systems and services we utilize and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such systems.

The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence may intensify cybersecurity risks.

While we and our vendors and broadcasting partners continue to

develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access or misuse, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

Disruptions, such as computer intrusion and phishing, theft, computer malware, ransomware or other malicious software, software vulnerabilities (including zero-day exploits), process breakdowns, potential disruptions from software updates (including due to inadequate testing of updates), denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), criminal and/or terrorist activities or human error, may affect the information systems and services we utilize and could result in disruption of our services and the misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such systems.

The techniques used to access, disable or degrade service, or to sabotage information systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence may intensify cybersecurity risks.

While we and our vendors and broadcasting partners continue to develop, implement and maintain security measures designed to identify, prevent and mitigate cybersecurity risks, including unauthorized access or misuse to our information systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing the disruptions described above from occurring.

We increasingly rely on third-party vendors to provide technology-related services and, while we thoroughly evaluate such vendors and their capabilities and processes for mitigating risk, we cannot be certain that any incident experienced by our vendors will not have a material impact on us.

Further, we rely on technology at our home games and other live events, the failure or disruption of which, for any significant period of time, could affect our business, our reputation and the success of our live events.

Any significant interruption or failure of the technology upon which we rely, or any significant breach of security, could result in decreased performance and increased operating costs (including refunds to impacted end users), adversely affecting our business, financial condition, reputation and results of operations.

Any significant interruption or failure of the technology upon which we rely, or any significant compromise of security, could result in decreased performance and increased operating costs (including refunds to impacted end users), adversely affecting our business, financial condition, reputation and results of operations.

The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

Through the Company’s operations, sales and marketing activities, it collects and stores certain non-public personal information related to its customers.

Through the Company’s operations, sales and marketing activities, it collects and stores certain personal information related to its customers.

The Company also gathers and retains information about employees in the normal course of business.

The Company may share information about such persons with vendors, contractors and other third-parties that assist with certain aspects of its business.

The collection, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by these businesses.

Moreover, there are federal, state and international laws regarding privacy and the collection, storage, sharing, use, disclosure and protection of personally identifiable information and user data.

Specifically, personally identifiable information is increasingly subject to changing legislation and regulations, in numerous jurisdictions around the world, which are intended to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction.

The collection, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by the Company and by the agreements we have with our vendors, contractors and other third-parties.

Moreover, there are federal, state and international laws regarding privacy and the collection, storage, sharing, use, disclosure and protection of personal information.

Specifically, personal information is increasingly subject to changing legislation and regulations, in numerous jurisdictions around the world, which are intended to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction.

Compliance with these laws and regulations may be onerous and expensive and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance.

For example, California has enacted the California Consumer Privacy Act of 2018 (“CCPA”), which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected by such companies.

The CCPA became effective on January 1, 2020.

The California Attorney General has issued regulations and guidance regarding the law.

In November 2020, California voters approved the California Privacy Rights Act of 2020 (“CPRA”), which amends and expands the CCPA and establishes the California Privacy Protection Agency to implement and enforce consumer privacy laws.

Most of the CPRA’s provisions became effective on January 1, 2023.

In addition, Virginia enacted the Consumer Data Protection Act in March 2021, which regulates the handling of personal data and became effective on January 1, 2023, and Colorado enacted a personal data protection law in July 2021, the Colorado Privacy Act, which took effect on July 1, 2023.

Utah and Connecticut also have enacted consumer privacy statutes.

Other states in the U.S.

are also separately proposing laws to regulate privacy and security of personal data.

Our failure, and/or the failure by the various third-party vendors and service providers with which we do business, to comply with applicable privacy policies or federal or state laws or changes in applicable laws and regulations, or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage our reputation and the reputation of their third-party vendors and service providers, discourage potential users from trying their products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, any one or all of which could adversely affect our business, financial condition and results of operations.

Our failure, and/or the failure by the various third-party vendors and service providers with which we do business, to comply with applicable privacy policies, federal or state laws or changes in applicable laws and regulations, or to prevent any compromise of security that results in the unauthorized release of personal information or other user data could (i) damage our reputation and the reputation of our third-party vendors and service providers, (ii) discourage potential users from trying our products and services, or those of our third party vendors and service providers, and/or (iii) result in fines and/or

proceedings by governmental agencies, or in civil litigation or actions by consumers, any one or all of which could adversely affect our business, financial condition and results of operations.

In addition, we or our business affiliates may not have adequate insurance coverage to compensate for losses.

We and our subsidiaries have operations outside of the United States that are subject to numerous operational risks.

The Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted.

At December 31, 2025, we had a deferred tax asset attributable to state net operating losses and federal and state disallowed business interest carryforwards of $18.3 million and we may carry forward our state net operating losses and federal and state disallowed business interest deductions in certain circumstances to offset current and future taxable income and reduce our income tax liability, subject to certain requirements and restrictions.

Under certain state laws, our ability to use our state net operating loss and disallowed business interest carryforwards could be substantially limited.

These limits could impact the timing of the usage of our state net operating loss and disallowed business interest carryforwards, thus accelerating state cash tax payments or causing certain state net operating loss carryforwards to expire prior to their use, which could affect the ultimate realization of that deferred tax asset.

Applicable domestic and foreign laws and regulations, including tax laws, which are subject to change, could have a material adverse impact on our business.

In addition to the MLB Rules and Regulations, we are subject to a variety of other domestic and foreign laws and regulations throughout the operation of our businesses, including but not limited to our ticketing practices, licensing laws, working and employment laws as well as health safety and sanitation laws.

Adhering to the ever-evolving environments in these areas creates complications that could expose the business to additional risk.

Additionally, regulations in emerging areas, such as the protection of our intellectual property through the developing artificial intelligence mediums, could also negatively impact our financial results.

We and our subsidiaries operate in countries other than the United States, including the Dominican Republic.

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Any failure by us, our subsidiaries and business affiliates to effectively manage the challenges associated with the international operation of our and/or their businesses could materially adversely affect our and our subsidiaries’ financial condition.

The Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted.

At December 31, 2024, we had a deferred tax asset attributable to state net operating losses and federal and state disallowed business interest carryforwards of $22.2 million and we may carry forward our state net operating losses and federal and state disallowed business interest deductions in certain circumstances to offset current and future taxable income and reduce our income tax liability, subject to certain requirements and restrictions.

Under certain state laws, our ability to use our state net operating loss and disallowed business interest carryforwards could be substantially limited.

Factors Relating to Ownership of Our Common Stock and the Securities Market

Tax laws require us to make significant estimates related to the future tax consequences of events that have been reflected in our consolidated financial statements or tax returns for each taxing jurisdiction in which the Company operates.

This process requires us to make judgments and estimates regarding the timing and probability of the ultimate tax impact of the various agreements and transactions that we enter into.

Actual incomes taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which the Company operates, our inability to generate sufficient future taxable income or unpredicted results from the final determination of each year’s liability by taxing authorities.

These changes could have a significant impact on our financial position.

For example, an amendment to Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), which is effective for our fiscal year ending December 31, 2027, expands the “covered employee” designation to possible inclusion of our MLB players, which would increase nondeductible expenses for federal income tax purposes.

If this amendment to Section 162(m) had been in effect during 2025, we would have experienced a $24.6 million increase in our nondeductible expenses for federal income tax purposes.

Factors Relating to Ownership of Our Common Stock, Corporate Structure and the Securities Market

Our multi-series structure may depress the trading price of the shares of our common stock.

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For example, certain index providers have announced restrictions on including companies with multi-series share structures in certain of their indexes.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the

These changes exclude companies with multiple classes of shares of common stock from being added to these indices.

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● (i) no person may own 10% or more of the number of outstanding shares of our common stock and (ii) no person may (A) own 50% or more of the number of outstanding shares of our common stock or (B) have the ability to exercise control over our business affairs unless, in the case of clause (i) or clause (ii), such person is expressly approved by MLB (which, in the case of clause (i), includes GAMCO Investors, Inc.) or qualifies as an exempt person (which includes Terence F.

McGuirk, our Chairman, President and Chief Executive Officer, Gregory B.

Maffei, John C.

McGuirk, our Chairman, President and Chief Executive Officer, John C.

Malone, or any person approved by MLB as the Control Person of the Braves and certain related persons of the foregoing);

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(i) employees of MLB and related entities may not own our common stock, (ii) persons who are owners, stockholders, directors, officers or employees of any MLB Club other than the Braves may not own 5% or more of the number of outstanding shares of our common stock, (iii) no person may own 10% or more of the number of outstanding shares of our common stock and (iv) no person may (A) own 50% or more of the number of outstanding shares of our common stock or (B) have the ability to exercise control over our business affairs unless, in the case of clause (iii) or clause (iv), such person is expressly approved by MLB (which, in the case of clause (iii), includes GAMCO Investors, Inc.) or qualifies as an exempt holder (which includes Terence F.

McGuirk, our Chairman, President and Chief Executive Officer, Gregory B.

Maffei, John C.

McGuirk, our Chairman, President and Chief Executive Officer, John C.

Malone, or any person approved by MLB as the Control Person of the Braves and certain related persons of each of the foregoing).

In the event that a holder attempts to acquire shares of our common stock in violation of these restrictions, the applicable excess shares will automatically be transferred to a trust whereby such shares shall be held for the benefit of the excess share transferor, and subject to the ownership or control thresholds described in the above clauses (ii), (iii) and (iv) which is purported to be breached, such excess shares may be sold for cash, on the open market, in privately negotiated transactions or otherwise, except that to the extent the purported transfer is in violation of clause (iv)(B), then such excess shares that are shares of BATRB will first be converted to shares of BATRA.

In the event that a holder attempts to

acquire shares of our common stock in violation of these restrictions, the applicable excess shares will automatically be transferred to a trust whereby such shares shall be held for the benefit of the excess share transferor, and subject to the ownership or control thresholds described in the above clauses (ii), (iii) and (iv) which is purported to be breached, such excess shares may be sold for cash, on the open market, in privately negotiated transactions or otherwise, except that to the extent the purported transfer is in violation of clause (iv)(B), then such excess shares that are shares of BATRB will first be converted to shares of BATRA.

No assurance can be given that the trust will be able to sell the shares at a price that is equal to or greater than the price paid by the holder.

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Malone, or Mr.

McGuirk as proxy as a result of the Malone Voting Agreement, could exercise in respect of his voting power (see “- Factors Relating to our Corporate History and the Split-Off - Dr.

Malone owns shares of our common stock representing approximately 48.3% of our aggregate voting power, based on the number of shares of our common stock outstanding as of January 31, 2025), which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.”), the share ownership limitations and MLB approvals required for certain transfers of shares of our common stock, in each case included in our restated charter, may have an anti-takeover effect, potentially discouraging third parties from making proposals for acquisitions of greater than 10% of our common stock or a change of control transaction.

McGuirk as proxy as a result of the Malone Voting Agreement, could exercise in respect of his voting power, which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders, the share ownership limitations and MLB approvals required for certain transfers of shares of our common stock, in each case included in our restated charter, may have an anti-takeover effect, potentially discouraging third parties from making proposals for acquisitions of greater than 10% of our common stock or a change of control transaction.

In addition, if MLB does not provide approval of a specific transaction, these provisions could prevent a transaction in which holders of our common stock might receive a premium for their shares over the then-prevailing market price or which our board of directors or stockholders might believe to be otherwise in the best interest of us and our stockholders.

In the future, we may be deemed a “controlled company” under The Nasdaq Stock Market listing standards, and our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

Malone owns shares of our common stock representing approximately 50.0% of our aggregate voting power, which puts him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.

Following a transaction on February 5, 2026, Dr.

Malone beneficially owns shares of our common stock representing the power to direct approximately 50.0% of the aggregate voting power of our common stock, and as a result, now has control over the approval of most matters required to be submitted to stockholders for approval, pursuant to which holders of shares of BATRA and BATRB would vote together as a single class.

However, pursuant to the Malone Voting Agreement, Mr.

McGuirk was granted proxy rights to 887,079 BATRB shares held by Dr.

Malone (and directly by JCM AB LLC) and the right to exercise control over the voting of such shares on certain matters, including director elections, the approval or authorization of executive compensation and other routine matters.

Malone continues to be in a position to influence significant corporate actions, including corporate transactions such as mergers, business combinations, takeovers, other change of control transactions or significant dispositions of assets, which are not covered by the proxy granted pursuant to the Malone Voting Agreement and over which Dr.

Malone retains his voting rights.

The 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.

In the future, we may qualify as a “controlled company” under The Nasdaq Stock Market listing standards, and our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

If more than 50% of the voting power for the election of directors of the Company is held by an individual, a group, or another company, we may qualify as a “controlled company” under The Nasdaq Stock Market listing requirements.

Currently, Dr.

Malone beneficially owns shares representing more than 50% of the aggregate voting power of our common stock, but he has granted a proxy to Mr.

McGuirk with respect to 887,079 BATRB shares, and therefore does not currently hold voting power with respect to such shares in director elections.

In the future, Dr.

Malone, together with his affiliates, or any group members, may control a majority of the voting power of our outstanding stock (see “- Factors Relating to our Corporate History and the Split-Off - Dr.

Malone owns shares of our common stock representing approximately 48.3% of our aggregate voting power, based on the number of shares of our common stock outstanding as of January 31, 2025).

As a result, we may be deemed a “controlled company” and would not be subject to the

requirements that would otherwise require us to have:

Malone, together with his affiliates, or any group members, may control a majority of the voting power for the election of directors of the Company, including if Dr.

Malone and Mr.

McGuirk agree to act together as a group, which they have both currently expressly disclaimed in their respective Schedule 13D filings with the SEC.

As a result, we may become a “controlled company” and would not be subject to the requirements that would otherwise require us to have:

(i) a majority of independent directors;

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(iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors;

and (iv) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

Our multi-series voting structure may limit your ability to influence corporate matters and future issuances of BATRB may further dilute voting power of shares of BATRA.

and (iv) director

nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

Our multi-series voting structure may limit our stockholders’ ability to influence corporate matters and future issuances of BATRB may further dilute voting power of shares of BATRA.

Our common stock is divided into three series of common stock:

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Our restated charter does not provide for cumulative voting in the election of directors and permits future issuances of BATRA, BATRB and BATRK.

Any future issuances of BATRA, BATRB or BATRK may dilute your interest in the Company.

Any future issuances of BATRA, BATRB or BATRK may dilute our stockholders’ relative ownership interests in the Company.

The holders of any series of our common stock, or the holders of our common stock as a whole, may not have any remedies if an action by our directors or officers prioritizes other interests or has a disparate effect on our common stock or any series thereof.

Principles of Nevada law and the provisions of our restated charter may protect decisions of our board of directors that weigh interests different from those of the holders of our common stock, or any series thereof, or that have a disparate impact upon holders of any series of our common stock.

Under Nevada law, the board of directors has the duty to exercise its powers in good faith and with a view to the interests of the corporation.

Under Nevada law, the board of directors has the duty to exercise its powers in good faith, on an informed basis and with a view to the interests of the corporation.

In doing so, the board of directors may consider all relevant facts, circumstances, contingencies or constituencies, including, without limitation, the interests of the corporation’s employees, suppliers, creditors or customers;

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Directors may consider or assign weight to the interests of any particular person or group, or to any other relevant facts, circumstances, contingencies or constituencies and are not required to consider, as a dominant factor, the effect of a proposed corporate action upon any particular group or constituency having an interest in the corporation.

Under the principles of Nevada law referred to above and Nevada’s codified business judgment rule (which provides that directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation), you may not be successful in challenging these decisions if a majority of our board of directors is disinterested, independent and adequately informed with respect to decisions of the board and acts in good faith and in the honest belief that the board is acting in the best interests of the corporation.

Under the principles of Nevada law referred to above and Nevada’s codified business judgment rule (which provides that directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation), you may not be successful in challenging these decisions unless such codified presumption is overcome and it is proven that the challenged act or omission constituted a breach of fiduciary duty under Nevada corporate law as described above, and such breach involved intentional misconduct, fraud or a knowing violation of law.

We may have a significant indemnity obligation to Liberty Media.

federal income tax liability to Liberty (but not to former holders of Liberty Braves common stock or holders of Liberty Formula One common stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by either vote or value) in the stock of Liberty or in the stock of our Company (or any successor corporation) (excluding, for this purpose, acquisitions of our common stock meeting statutory exceptions) as part of a plan or series of related transactions that includes the Split-Off Transactions.

Prior to the Split-Off, we entered into a tax sharing agreement with Liberty.

Under this agreement, we are required to indemnify Liberty Media, its subsidiaries and certain related persons for any such taxes and losses arising from the Split-Off Transactions that (i) result primarily from, individually or in the aggregate, the breach of certain covenants we made (applicable to actions or failures to act by us and our subsidiaries), or (ii) result from a 50% or greater interest (measured by vote or value) in the stock of our Company (or any successor corporation) being sold as part of a plan or series of related transactions that includes the Split-Off Transaction, or (iii) result from any excess loss account (within the meaning of applicable U.S.

Treasury Regulations) in our common stock, or gain recognized under Section 361(b) of the Code due to the application of the basis limitation in the last sentence of Section 361(b)(3) of the Code.

Our indemnification obligations to

Liberty, its subsidiaries and certain related persons are not limited in amount or subject to any cap.

If we are required to indemnify Liberty, its subsidiaries or such related persons under the circumstances set forth in the tax sharing agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.

General Risk Facto rs

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A weak or uncertain economy and any recession could adversely affect demand for our products, services and events.

A substantial portion of our revenue is derived from discretionary spending by individuals on tickets, including postseason games, concessions, merchandise, suites and premium seat fees, which typically falls during times of economic instability.

In addition, weak or uncertain economic conditions and reductions in discretionary spending may adversely impact the demand for products and services of our Mixed-Use Development lessees which may weaken the financial condition of such lessees.

A substantial portion of our revenue is derived from discretionary spending by individuals and corporate sponsors on tickets, including postseason games, concessions, merchandise, advertising sponsorships, suites and premium seat fees, which typically falls during times of economic instability.

In addition, weak or uncertain economic conditions, including tariffs and reductions in discretionary spending, may adversely impact the demand for products and services of our Mixed-Use Development lessees which may weaken the financial condition of such lessees.

As a result, such lessees may delay lease commencement, fail to make rental payments or become insolvent.

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Accordingly, our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments decline.

Furthermore, during periods of high inflation, our operational costs (including labor costs)

may increase, or our customers’ discretionary income may be adversely impacted.

Furthermore, during periods of high inflation, our operational costs (including labor costs) may increase, or our customers’ discretionary income may be adversely impacted.

We are currently unable to predict the extent of any of these potential adverse effects in the future.

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Alternatively, if a court were to find the choice of forum provision contained in our restated charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Our internal controls around accounting and financial reporting may not be adequate to ensure complete, accurate and timely reporting of our financial position, results of operations, comprehensive earnings and cash flows, in which case our business may be harmed, our stock price could be adversely affected, and we may otherwise experience other adverse consequences.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.

Under the Sarbanes Oxley Act, we are required to maintain effective disclosure controls and procedures and internal controls over financial reporting.

Any failure to achieve and maintain effective internal controls could cause us to fail to meet our financial reporting obligations or result in material misstatements in our financial statements, which could adversely affect

our business generally and lead to other adverse consequences, including, without limitation, the loss of investor confidence in us, reduction of our stock price, and exposure to litigation or government investigations and/or sanctions.

We are obligated to develop and maintain proper and effective internal control over financial reporting.

These internal controls may not be determined to be effective, which may adversely affect investor confidence in our Company and, as a result, the value of our common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis.

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

We are also required to have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over financial reporting on an annual basis.

During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy, reliability, and completeness of our financial reports, which could cause the price of our common stock to decline.

We could also become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, or stockholder litigation, any of which could require additional financial and management resources.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors