What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-26 compared with 2025-03-03 · 53 added, 54 removed, 207 unchanged (34% of the section changed)

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Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com.

The following table sets forth the range of high and low sale prices of our Series B common stock for the periods they were outstanding during the year ended December 31, 2024.

The following table sets forth the range of high and low sale prices of our Series B common stock for the years ended December 31, 2025 and 2024.

There is no established public trading market for our Series B common stock, which is quoted on the OTC Markets.

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Series B (BATRB)

Third quarter (after July 18, 2023)

First quarter

Second quarter

Third quarter

Fourth quarter

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In September 2024, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions and members of its wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) assumed these roles (the “Corporate Governance Transition”).

The Company is comprised of the businesses, assets and liabilities of Braves Holdings and corporate cash.

The Company is comprised of the businesses, assets and liabilities of its wholly-owned subsidiary Braves Holdings and corporate cash.

The intergroup interests in the Liberty Braves Group held by subsidiaries of Liberty prior to the Split-Off were settled through attribution of Atlanta Braves Holdings Series C common stock and subsequently sold in the secondary market.

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Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the Baseball segment’s primary revenue drivers.

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta (the “Mixed-Use Development”).

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta and the surrounding area (the “Mixed-Use Development”).

In April 2025, the Company, through a wholly-owned subsidiary completed the acquisition of certain real estate assets adjacent to The Battery Atlanta (the “Acquisition”).

The Mixed-Use Development segment derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.

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Braves Holdings, affiliated entities and third-party development partners, developed a significant portion of the land around Truist Park, the Braves’ stadium, creating a 2.25 million square-foot mixed-use complex that features retail, residential, office, hotel and entertainment opportunities, known as The Battery Atlanta.

We believe that the continued development and operations of The Battery Atlanta will result in increased game attendance as well as office and retail rental income (including overage rent and tenant reimbursements), and income from parking and corporate sponsorships throughout the year.

We believe that the continued development and operations of The Battery Atlanta, as well as transactions such as the Acquisition, will result in increased game attendance as well as office and retail rental income (including overage rent and tenant reimbursements), and income from parking and corporate sponsorships throughout the year.

Key Drivers of Revenue

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The Baseball segment includes its operations relating to the Braves baseball franchise and Truist Park and includes revenue generated from game attendance (ticket sales), concessions, local broadcasting rights, advertising sponsorships, suites and premium seat fees, retail and licensing revenue, shared MLB revenue streams, including national broadcasting rights and licensing, and other sources.

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta.

The Battery Atlanta derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta and the surrounding area.

Current Trends Affecting Our Business

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Weak economic conditions may lead to lower ticket demand for baseball events, which would also negatively affect concession and merchandise sales, and lower levels of advertising sponsorships.

While Atlanta Braves Holdings is currently unable to predict the extent of any of these potential adverse effects as of December 31, 2024, Atlanta Braves Holdings does not believe that its operations have been materially impacted by recent inflationary pressures.

While Atlanta Braves Holdings is currently unable to predict the extent of any of these potential adverse effects as of December 31, 2025, Atlanta Braves Holdings does not believe that its operations have been materially impacted by recent economic pressures.

In late 2025 and early 2026, the parent of our local broadcasting partner, Main Street Sports Group, faced 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 a $30.1 million contract asset impairment associated with the long-term local broadcasting agreement within the Company’s December 31, 2025 consolidated financial statements.

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

Results of Operations – Consolidated

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A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to 2023 can be found in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025.

Years ended December 31,

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Selling, general and administrative, excluding stock-based compensation

Impairment expense

Stock-based compensation

Impairment of long-lived assets and other related costs, net of insurance recoveries

Depreciation and amortization

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Share of earnings (losses) of affiliates, net

Realized and unrealized gains (losses) on intergroup interests, net

Realized and unrealized gains (losses) on financial instruments, net

Gains (losses) on dispositions, net

Earnings (loss) before income taxes

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Regular season home games

Postseason home games

Average number of attendees per regular season home game

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Total Baseball

Baseball revenue increased $13.8 million during the year ended December 31, 2024, as compared to the prior year, due to new sponsorship agreements and contractual rate increases on season tickets and existing sponsorship contracts, partially offset by reduced attendance at regular season home games and a reduction in ticket sales and concession revenue due to fewer postseason games in 2024.

Broadcasting revenue increased $5.2 million during the year ended December 31, 2024, as compared to the prior year, primarily due to contractual rate increases.

Retail and licensing revenue decreased $3.8 million during the year ended December 31, 2024, as compared to the prior year, due to a reduction in local revenue due to the decrease in regular season home game attendance and demand for City Connect and other apparel, partially offset by higher league-wide revenue.

Other revenue, a component of baseball revenue, increased $3.9 million during the year ended December 31, 2024, as compared to the prior year, primarily due to an increase in spring training related revenue (ticket sales, concession revenue and other gameday related revenue), driven by increased attendance at spring training home games.

Baseball event revenue increased $9.9 million during the year ended December 31, 2025, as compared to the prior year, primarily due to contractual rate increases on season tickets and existing sponsorship contracts as well as new premium seating and sponsorship agreements, partially offset by reduced attendance at regular season home games.

Broadcasting revenue increased $22.5 million during the year ended December 31, 2025, as compared to the prior year, primarily due to additional streaming rights granted to our regional broadcast partner and contractual rate increases to comparable broadcast obligations.

Retail and licensing revenue decreased $1.3 million during the year ended December 31, 2025, as compared to the prior year, due to the decrease in regular season home game attendance, partially offset by higher league-wide revenue.

Other revenue, a component of baseball revenue, increased $8.5 million during the year ended December 31, 2025, as compared to the prior year, primarily due to an increase in events held at Truist Park, including concerts and other special events such as hosting two games for the Savannah Bananas.

Mixed-Use Development revenue.

Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental income and to a lesser extent, parking revenue and sponsorships.

For the year ended December 31, 2024, Mixed-Use Development revenue increased $8.3 million, as compared to the prior year, primarily due to a $5.0 million increase in rental income and a $3.0 million increase in parking revenue.

Increases in rental income for the year ended December 31, 2024, were primarily driven by $3.2 million in various new lease commencements and a $2.2 million increase in tenant recoveries, partially offset by a reduction in overage rent.

For the year ended December 31, 2025, Mixed-Use Development revenue increased $30.1 million, as compared to the prior year, primarily due to a $27.1 million increase in rental income and a $2.0 million increase in sponsorship revenue.

Increases in rental income for the year ended December 31, 2025, were primarily driven by new lease commencements and the in-place leases associated with the Acquisition, partially offset by various lease terminations.

Baseball operating costs.

Baseball operating costs primarily include costs associated with baseball and stadium operations.

For the year ended December 31, 2024, baseball operating expenses increased $21.8 million, as compared to the prior year, primarily due to a $16.7 million increase under MLB’s revenue sharing plan and other shared expenses, a $6.3 million increase in minor league team and player expenses, and a $3.2 million increase in major league player salaries, partially offset by $3.0 million decrease in variable concession and retail operating expenses, due to reduced attendance at regular season home games during 2024.

For the year ended December 31, 2025, baseball operating expenses decreased $7.2 million, as compared to the prior year, primarily due to a $20.3 million decrease in major league player salaries and a $3.7 million decrease in variable concession and retail operating expenses, due to reduced attendance at regular season home games during 2025.

These decreases were partially offset by a $5.6 million increase under MLB’s revenue sharing plan and other shared expenses, a $4.1 million increase in expenses for special events held at Truist Park, a $2.3 million increase in minor league related expenses, and a $1.3 million increase in broadcasting related expenses.

Mixed-Use Development costs.

Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities.

During the year ended December 31, 2024, Mixed-Use Development costs increased $0.9 million, as compared to the prior year, due to security and parking expenses and other various operating increases.

During the year ended December 31, 2025, Mixed-Use Development costs increased $4.6 million, as compared to the prior year, primarily as a result of increases in operating costs associated with the assets within the Acquisition.

Selling, general and administrative, excluding stock-based compensation.

Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs.

Selling, general and administrative expense decreased $2.5 million for the year ended December 31, 2024, as compared to the prior year, primarily due to reduced transaction costs related to the Split-Off, partially offset by increased personnel costs as well as insurance, information technology and professional fees.

Selling, general and administrative expense increased $4.2 million for the year ended December 31, 2025, as compared to the prior year, primarily because of $3.8 million of increased property taxes, insurance and other professional fees.

Impairment expense.

For the year ended December 31, 2025, impairment expense increased $30.1 million as compared to the prior year, due to the contract asset impairment associated with the termination of the long-term local broadcasting agreement.

There was no impairment expense in the prior year.

Stock-based compensation.

For the year ended year ended December 31, 2024, stock-based compensation increased $3.3 million as compared to the prior year, mainly due to accelerated vesting for various awards in connection with the Corporate Governance Transition.

For the year ended year ended December 31, 2025, stock-based compensation decreased $0.9 million as compared to the prior year, primarily due to a reduction in average outstanding awards.

Depreciation and amortization.

Depreciation and amortization decreased $8.2 million for the year ended December 31, 2024, as compared to the prior year, primarily due to various assets becoming fully depreciated.

Depreciation and amortization increased $12.8 million for the year ended December 31, 2025, as compared to the prior year, primarily due to certain real estate assets purchased as part of the Acquisition and various assets being placed in service, partially offset by certain Baseball assets becoming fully depreciated.

Operating income (loss).

Operating loss decreased $6.8 million during the year ended December 31, 2024, as compared to the prior year, due to the above explanations.

Operating income (loss) improved $26.1 million during the year ended December 31, 2025, as compared to the prior year, due to the above explanations.

Non-GAAP Adjusted OIBDA.

To provide investors with additional information regarding the Company’s financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure.

We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges.

We define Adjusted OIBDA as operating income (loss) plus stock-based compensation, depreciation and amortization, separately reported litigation settlements, restructuring, acquisition and impairment charges.

However, our definition may vary from similarly titled measures used by other companies.

Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses.

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Operating income (loss)

Impairment of long-lived assets and other related costs, net of insurance recoveries

Impairment expense

Stock-based compensation

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Consolidated Adjusted OIBDA increased $68.1 million during the year ended December 31, 2025 as compared to the prior year.

Baseball Adjusted OIBDA decreased $14.0 million during the year ended December 31, 2024 as compared to the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.

Baseball Adjusted OIBDA increased $44.5 million during the year ended December 31, 2025 as compared to the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.

Mixed-Use Development Adjusted OIBDA increased $23.1 million during the year ended December 31, 2025 as compared to the prior year, primarily due to the increase in Mixed-Use Development revenue and costs, as described above.

Corporate and Other Adjusted OIBDA loss decreased $10.0 million during the year ended December 31, 2024 as compared to the prior year, primarily due to decreases in costs related to the Split-Off.

Corporate and Other Adjusted OIBDA loss improved $0.6 million during the year ended December 31, 2025 as compared to the prior year, primarily due to decreased personnel costs and other professional fees.

Interest Expense.

Interest expense increased $1.1 million during the year ended December 31, 2024 as compared to the prior year, primarily due to increased interest rates on the Company’s variable rate debt and an increase in outstanding debt.

Interest expense increased $7.7 million during the year ended December 31, 2025 as compared to the prior year, primarily due to new borrowings related to the Acquisition and on construction related loans partially offset by a reduction in interest rates on the Company’s variable rate debt.

Share of earnings (losses) of affiliates, net.

The following table presents Atlanta Braves Holdings’ share of earnings (losses) of affiliates, net:

The following table presents our share of earnings (losses) of affiliates, net:

Years ended December 31,

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Baseball Endowment, L.P.

Realized and unrealized gains (losses) on intergroup interests, net.

As the notional shares underlying the intergroup interests were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Braves common stock.

However, Liberty historically assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock.

Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were used for the mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty SiriusXM Group, respectively, through the consolidated statements of operations.

During the second quarter of 2023, Liberty determined that, in connection with the Split-Off, shares of Atlanta Braves Holdings Series C common stock would be used to settle and extinguish the intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group.

Accordingly, effective as of June 30, 2023 and through the Split-Off date, the market price of Series C Liberty Braves common stock was used for the mark-to-market adjustment for the intergroup interest held by the Liberty SiriusXM Group.

Realized and unrealized gains (losses) on intergroup interests, net were driven by changes in the market prices of Liberty Braves common stock.

As disclosed above, the intergroup interests were settled and extinguished in connection with the Split-Off.

Realized and unrealized gains (losses) on financial instruments, net.

Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the Company’s interest rate swaps driven by changes in interest rates.

Gains (losses) on dispositions, net.

During the year ended December 31, 2023, the Company recognized a gain on the disposition of a non-financial asset.

Other, net income increased $2.1 million during the year ended December 31, 2024, as compared to the prior year, primarily due to increased interest and dividend income.

Other, net income decreased $1.2 million during the year ended December 31, 2025, as compared to the prior year, primarily due to decreases in dividend and interest income.

Income taxes.

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Earnings (loss) before income taxes

Income tax benefit (expense)

Income tax (expense) benefit

During the year ended December 31, 2025, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to executive compensation that is not deductible for tax purposes.

During the year ended December 31, 2023, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to intergroup interest losses that are not deductible for tax purposes.

During the year ended December 31, 2024, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to executive compensation that is not deductible for tax purposes.

Net earnings (loss).

The Company had net losses of $23.3 million and $31.3 million for the years ended December 31, 2025 and 2024, respectively.

The change in net earnings (loss) was the result of the fluctuations in Atlanta Braves Holdings’ revenue, expenses and other gains and losses, as described above.

The change in net earnings (loss) was the result of the above-described fluctuations in revenue, expenses and other gains and losses, as described above.

Liquidity and Capital Resources

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Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

During the years ended December 31, 2024 and 2023, the Company’s primary uses of cash were capital expenditures, working capital requirements and debt service, funded primarily by cash from operations, distributions from equity method affiliates and new borrowings on construction loans.

The Company’s uses of cash are expected to be payments to certain players, coaches and executives pursuant to long-term employment agreements, capital expenditures, investments in real estate ventures and debt service payments.

The Company expects to fund its projected uses of cash with cash on hand, cash provided by operations and through borrowings under construction loans and revolvers.

During the years ended December 31, 2025 and 2024, the Company’s primary uses of cash were payments to certain players and other employees pursuant to long-term employment agreements, capital expenditures including acquisitions, debt service and working capital requirements, funded primarily by cash from operations, distributions from equity method affiliates and new borrowings.

The Company’s uses of cash are expected to be payments to certain players and other employees pursuant to long-term employment agreements, capital expenditures, investments in real estate ventures and debt service payments.

The Company expects to fund its projected uses of cash with cash on hand, cash provided by operations and through borrowings

under construction loans and revolvers.

We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.

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A subsidiary of Braves Holdings is party to a Revolving Credit Agreement (the “TeamCo Revolver”), which provides revolving commitments of $150.0 million and matures in August 2029.

The availability under the TeamCo Revolver as of December 31, 2024 was $150.0 million.

The availability under the TeamCo Revolver as of December 31, 2025 was $115.0 million, net of $35.0 million drawn as of December 31, 2025.

See note 6 to the accompanying consolidated financial statements for a description of all indebtedness obligations.

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(2) Amounts (i) are based on the Company’s outstanding debt at December 31, 2025, (ii) assume the interest rates on the Company’s variable rate debt remain constant at the December 31, 2025 rates, (iii) include any impacts of outstanding interest rate swaps and (iv) assume that its existing debt is repaid at maturity.

(3) The Braves have entered into long-term employment contracts with certain of their players (current and former), coaches and employees.

(3) The Braves have entered into long-term employment contracts with certain of their players (current and former) and other employees.

Amounts due under such contracts as of December 31, 2025 aggregated $729.2 million.

In addition, certain players, coaches and executives may earn incentive compensation under the terms of their employment contracts.

In addition, certain players and other employees may earn incentive compensation under the terms of their employment contracts.

The Braves are under no legal obligation to pay Major League player salaries during any period that players do not render services during a labor dispute.

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Atlanta Braves Holdings may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates.

Atlanta Braves Holdings may need to make estimates of future cash

flows and discount rates as well as other assumptions in order to implement these valuation techniques.

Atlanta Braves Holdings may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques.

Due to the judgment involved in Atlanta Braves Holdings’ estimation techniques, any value ultimately derived from Atlanta Braves Holdings’ long-lived assets may differ from its estimate of fair value.

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The Company performs its annual assessment of the recoverability of its indefinite-lived intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred.

The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test.

The accounting guidance permits entities

to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test.

The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test.

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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 5. Market for Registrant’s Common Equity