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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 417 added, 262 removed, 994 unchanged (41% of the section changed)

Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and its principal accounting and financial officer (the “Executives”), and under the oversight of its board of directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2023.

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and its Chief Financial Officer (the “Executives”), and under the oversight of its board of directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2024.

Based on that evaluation, the Executives concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Additionally, our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Effective September 1, 2024, as described in note 1 in the accompanying notes to the consolidated financial statements, Liberty began transitioning certain general and administrative services previously provided by Liberty to the new members of management of Atlanta Braves Holdings, including legal, tax, accounting, treasury, information technology, cybersecurity, internal audit and investor relations support.

As part of that transition, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions, effective August 31, 2024, and certain members of the Braves operating team assumed these roles effective September 1, 2024.

As a result of the transition, internal controls over financial reporting have materially changed as executive oversight transitioned to the new Atlanta Braves Holdings officers and the new members of management of Atlanta Braves Holdings began to perform certain accounting, financial reporting, treasury, tax and entity level internal controls over financial reporting previously performed by members of Liberty management.

The impacted processes have remained generally consistent through the transition to the new control operators, and other than the transition of these internal controls over financial reporting to new process and control operators, the existing control environment has not materially changed.

See page II-12 for Management’s Report on Internal Control Over Financial Reporting.

See page II-13 for Report of Independent Registered Public Accounting Firm for their attestation regarding the effectiveness of our internal control over financial reporting.

There have been no other changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Other Information

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Not applicable.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, using the criteria in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm audited the consolidated financial statements and related notes in the Annual Report on Form 10-K and has issued an audit report on the effectiveness of the Company’s internal control over financial reporting.

Their report appears on page II-13 of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

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Atlanta Braves Holdings, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Atlanta Braves Holdings, Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Atlanta, Georgia

March 3, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Atlanta Braves Holdings, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Atlanta Braves Holdings, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over certain baseball event revenue

As discussed in Note 2 t o the consolidated financial statements, baseball event revenue and broadcasting revenue are two primary sources of baseball revenue.

The Company derives a portion of baseball event revenue from gameday tickets and season ticket arrangements, for which performance obligations are satisfied as the related benefits are delivered to each customer during the regular season.

When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, deferred revenue is recorded.

The Company recognized baseball event revenue of $347.9 million for the year ended December 31, 2024, a portion of which related to gameday and season

The Company recorded a liability for deferred revenue and refundable tickets of $111.9 million as of December 31, 2024, a portion of which related to deferred revenue for gameday and season ticket sales.

We identified the evaluation of the sufficiency of audit evidence over baseball event revenue related to gameday and season tickets as a critical audit matter.

Evaluation of the third-party service organization used by the Company to track ticket sales required especially subjective auditor judgment as it was highly specialized to the sports and event related industry.

In addition, the audit effort required specialized skills and knowledge due to the complexity of the information technology (IT) environment.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over baseball event related to gameday and season tickets.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to record baseball event revenue from gameday and season tickets.

We involved IT professionals with specialized skills and knowledge, who assisted in testing controls related to the Company’s general information technology and application controls related to systems utilized within the revenue recognition process.

We performed a software-assisted data analysis to test relationships among gameday and season ticket revenue transactions.

For a selection of revenue transactions, we compared the amounts recognized for consistency with underlying documentation and performance obligations, including contracts with customers.

For a sample of deferred revenue transactions, we compared the amounts for consistency with underlying documentation and performance obligations, including contracts with customers.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.

We have served as the Company’s auditor since 2022.

Atlanta, Georgia

February 28, 2024

March 3, 2025

ATLANTA BRAVES HOLDINGS, INC.

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Restricted cash

Accounts receivable and contract assets, net of allowance for credit losses

Accounts receivable and contract assets, net of allowance for credit losses of $ 238 and $ 332 , respectively

Other current assets

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Long-term debt (note 6)

Redeemable intergroup interests

Finance lease liabilities (note 7)

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Authorized 200,000,000 shares;

issued and outstanding 10,318,197 and zero at December 31, 2023 and December 31, 2022, respectively

issued and outstanding 10,318,162 and 10,318,197 at December 31, 2024 and December 31, 2023, respectively

Series B common stock, $ .01 par value.

Authorized 7,500,000 shares;

issued and outstanding 977,776 and zero at December 31, 2023 and December 31, 2022, respectively

issued and outstanding 977,776 and 977,776 at December 31, 2024 and December 31, 2023, respectively

Series C common stock, $ .01 par value.

Authorized 200,000,000 shares;

issued and outstanding 50,577,776 and zero at December 31, 2023 and December 31, 2022, respectively

issued and outstanding 51,269,890 and 50,577,776 at December 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

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Retained earnings (deficit)

Total stockholders' equity/former parent's investment

Total stockholders' equity

Noncontrolling interests in equity of subsidiaries

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Selling, general and administrative, including stock-based compensation

Impairment of long-lived assets and other related costs

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

Depreciation and amortization

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Earnings (loss) before income taxes

Income tax benefit (expense)

Income tax benefit (expense) (note 9)

Net earnings (loss)

Basic net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc.

shareholders per common share (note 2)

stockholders per common share (note 2)

Diluted net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc.

shareholders per common share (note 2)

stockholders per common share (note 2)

See accompanying notes to consolidated financial statements.

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Net earnings (loss)

Other comprehensive earnings (loss)

Other comprehensive earnings (loss), net of tax

Stock-based compensation

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Net earnings (loss)

Other comprehensive earnings (loss)

Other comprehensive earnings (loss), net of tax

Stock-based compensation

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Balance at December 31, 2023

Net earnings (loss)

Other comprehensive earnings (loss), net of tax

Stock-based compensation

Balance at December 31, 2024

See accompanying notes to consolidated financial statements.

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(the “Split-Off”).

The Split-Off was completed on July 18, 2023 and was intended to be tax-free to holders of Liberty Braves common stock.

The Split-Off was completed on July 18, 2023 and was intended to be tax-free to holders of Liberty Braves common stock and in September 2024, the Internal Revenue Service completed its review of the Split-Off and notified Liberty that it agreed with the non-taxable characterization of the transaction.

Atlanta Braves Holdings, Inc.

(“Atlanta Braves Holdings” or the “Company”) is comprised of the businesses, assets and liabilities previously attributed to the Liberty Braves Group (“Braves Group”), which, as of December 31, 2023, included Atlanta Braves Holdings’ wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) and corporate cash.

The accompanying consolidated financial statements represent the combination of the historical financial information of the Braves Group until the date of the Split-Off.

(“Atlanta Braves Holdings” or the “Company”) is comprised of the businesses, assets and liabilities of its wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) and corporate cash.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and represent the combination of the historical financial information of the Liberty Braves Group until the date of the Split-Off.

Although Atlanta Braves Holdings was reported as a combined company until the date of the Split-Off, all periods reported herein are referred to as consolidated.

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The Split-Off is accounted for at historical cost due to the pro rata nature of the distribution to holders of Liberty Braves common stock.

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and variable interest entities (“VIE”) where the Company determines that it is the primary beneficiary.

For consolidated entities where our ownership interest is less than 100%, noncontrolling ownership interests are reported in our consolidated balance sheets.

All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

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Braves Holdings indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC,” the “Atlanta Braves,” the “Braves,” the “club,” or the “team”).

In addition, Braves Holdings indirectly owned and operated three Professional Development League clubs (the Gwinnett Stripers, Mississippi Braves and Rome Braves) until they were sold in January 2022.

ANLBC’s ballpark (“Truist Park” or the “Stadium”), is located in Cobb County, a suburb of Atlanta, and is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority.

The Braves’ ballpark (“Truist Park” or the “Stadium”), is located in Cobb County, a suburb of Atlanta, and is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority.

Braves Holdings, through affiliated entities and third-party development partners, has developed a significant portion of the land around Truist Park for a mixed-use development that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”).

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In January 2022 , Braves Holdings sold the three Professional Development League clubs to a third party and recognized a gain of approximately $ 20.3 million, which was allocated entirely to the Baseball reportable segment .

The Company did not classify these Professional Development League clubs, all of which are part of the baseball reportable segment, as discontinued operations, as their dispositions did not represent a strategic shift that would have a major effect on the Company’s operations and financial results.

The Company did not classify these Professional Development League clubs, all of which are part of the Baseball reportable segment, as discontinued operations, as their dispositions did not represent a strategic shift that would have a major effect on the Company’s operation and financial results.

Each of the three clubs remain affiliated with Braves Holdings via player development license agreements with MLB Professional Development Leagues, LLC.

Additionally, Braves Holdings granted an exclusive, royalty free, sub-licensable, and irrevocable license to use various tradenames and logos.

The license fee is included within the total purchase price of approximately $ 49.4 million.

Additionally, Braves Holdings

ATLANTA BRAVES HOLDINGS, INC.

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December 31, 2024 , 2023 and 2022

granted an exclusive, royalty free, sub-licensable, and irrevocable license to use various tradenames and logos.

The license fee is included within the total purchase price of approximately $ 49.4 million.

Split-Off of Atlanta Braves Holdings from Liberty

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Atlanta Braves Holdings did not receive any of the proceeds from the Liberty Media Exchange.

Following this transaction, neither Liberty nor Atlanta Braves Holdings has any continuing stock ownership, beneficial or otherwise, in the other.

In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition.

These agreements include a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement.

The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Atlanta Braves Holdings and Liberty with respect to and resulting from the Split-Off.

The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and Atlanta Braves Holdings and other agreements related to tax matters.

Pursuant to the services agreement, Liberty provides Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information

These agreements included a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement.

The facilities sharing agreement and aircraft time sharing agreements were terminated as part of the Corporate Governance Transition (as defined below).

The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to affect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Atlanta Braves Holdings and Liberty with respect to and resulting from the Split-Off.

The tax sharing

ATLANTA BRAVES HOLDINGS, INC.

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December 31, 2024 , 2023 and 2022

technology, cybersecurity and investor relations support.

agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and Atlanta Braves Holdings and other agreements related to tax matters.

Pursuant to the services agreement, Liberty provides Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support.

Atlanta Braves Holdings will reimburse Liberty for direct, out-of-pocket expenses and will pay a services fee to Liberty under the services agreement that is subject to adjustment quarterly, as necessary.

Additionally, pursuant to the services agreement with Liberty, components of Liberty Chief Executive Officer’s compensation will either be paid directly to him or reimbursed to Liberty, in each case, based on allocations set forth in the services agreement.

The allocation percentage was 7 % for Atlanta Braves Holdings during the period from July 18, 2023 to December 31, 2023.

Under the facilities sharing agreement, Atlanta Braves Holdings shares office space with Liberty and related amenities at Liberty’s corporate headquarters.

The aircraft time sharing agreements provide for Liberty to lease certain aircraft that it or its subsidiaries own to Atlanta Braves Holdings for use on a periodic, non-exclusive time sharing basis.

Additionally, pursuant to the services agreement with Liberty and prior to the Corporate Governance Transition (as defined below), components of Liberty Chief Executive Officer’s compensation were either paid directly to him or reimbursed to Liberty, in each case, based on allocations set forth in the services agreement.

The allocation percentage was 7 % for Atlanta Braves Holdings during the period from July 18, 2023 to December 31, 2023 and was 8 % during the period from January 1, 2024 through August 31, 2024, when the Corporate Governance Transition (as defined below) occurred.

Pursuant to the registration rights agreement with Liberty, Atlanta Braves Holdings has registered the shares of Atlanta Braves Holdings’ Series C common stock that were issued to Liberty in settlement and extinguishment of the intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group and then exchanged by Liberty with a third-party in satisfaction of certain debt obligations.

Under these various agreements, amounts reimbursable to Liberty aggregated $ 1.8 million for the period from July 18, 2023 to December 31, 2023.

The obligations of Atlanta Braves Holdings under the registration rights agreement have been satisfied in accordance with its terms.

Under these various agreements, amounts reimbursable to Liberty aggregated $ 4.6 million for the year ended December 31, 2024 and $ 1.8 million for the period from July 18, 2023 to December 31, 2023.

Related Party Transactions and Change in Corporate Governance

On August 21, 2024, Terence F.

McGuirk (“McGuirk”) entered into certain shareholder arrangements with Dr.

Malone (“Malone”), pursuant to which Malone has granted McGuirk a proxy (the “Malone Voting Agreement”) to vote 887,079 shares of the Company’s Series B Common Stock owned by Malone, representing 44 % of the Company’s then outstanding voting power, on director elections, the approval or authorization of executive compensation and other routine matters.

Malone has also granted McGuirk a right of first refusal with respect to future transfers of the Company shares beneficially owned by Malone as well as certain appreciation rights with respect to the value of Malone’s shares of Series B Common Stock.

The execution of the Malone Voting Agreement constituted a “Change in Control” of the Company as defined in Gregory B.

Maffei’s Executive Employment Agreement, dated effective as of December 13, 2019, by and between Mr.

Maffei and Liberty.

As a result, on August 21, 2024, Mr.

Maffei notified the Company of his resignation as President, Chief Executive Officer, Chairman of the Board and a director of the Company effective August 31, 2024.

Maffei’s separation from employment with the Company was for “Good Reason” within the meaning of his Executive Employment Agreement.

Additionally, Atlanta Braves Holdings and Liberty have begun transitioning various general and administrative services provided by Liberty to the management of Atlanta Braves Holdings, including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support.

As part of that transition, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions, effective August 31, 2024, and members of the Atlanta Braves Holdings operating team assumed these roles effective September 1, 2024 (the “Corporate Governance Transition”).

(2) Summary of Significant Accounting Policies

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Cash equivalents aggregated $ 39.0 million and $ 45.7 million as of December 31, 2024 and 2023, respectively.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Restricted Cash

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Contract assets

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Accounts receivable and contract assets are reflected net of an allowance for credit losses.

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Depreciation is recognized over the estimated useful lives of the assets using the straight-line method.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Braves Holdings or certain of its subsidiaries maintain investments in various entities, including certain MLB affiliates, Georgia Ballpark Hotel Company, LLC, Battery Hotel Group, LLC and North Port Ballpark Hotel, LLC.

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The Company periodically reviews the carrying amounts of its investments to determine whether a decline in fair value below the carrying value is other than temporary.

The primary factors the Company considers in its determination

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

are the length of time that the fair value of the investment is below the Company’s carrying value;

The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value;

the severity of the decline;

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The Company’s assessment of the foregoing factors involves judgment and accordingly, actual results may differ materially from the Company’s estimates and judgments.

Write-downs for equity method investments are included in share of earnings (losses) of affiliates.

Write-downs for equity method investments are included in share of earnings (losses) of affiliates, net in the consolidated statements of operations.

Intangible Assets

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The annual impairment assessment of the Company’s indefinite-lived intangible assets is performed during the fourth quarter of each year, or more frequently if events and circumstances indicate impairment may have occurred.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

The Company’s goodwill is allocated entirely to its Baseball reportable segment.

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If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired.

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Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Amateur Player Acquisition Rights

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Such amounts are included in other assets, net in the consolidated balance sheets.

Amortization of amateur player acquisition rights was approximately $ 11.5 million and $ 11.0 million for the years ended December 31, 2023 and 2022, respectively, and was included in depreciation and amortization expense in the consolidated statements of operations.

Amortization of amateur player acquisition rights was approximately $ 13.4 million, $ 11.5 million and $ 11.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, and was included in depreciation and amortization expense in the consolidated statements of operations.

Assets and Liabilities Measured at Fair Value

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If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings or losses.

If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings (loss) and are recognized in the consolidated statement of operations when the hedged item affects earnings or losses.

If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings (loss) in the consolidated statements of comprehensive earnings (loss) and are recognized in the consolidated statement of operations when the hedged item affects earnings or losses.

Ineffective portions of changes in the fair value of cash flow hedges are recognized in net earnings (loss).

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None of the Company’s derivatives are currently designated as hedges.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Pension Plans

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The Company believes that the assumptions utilized in recording its obligations under its plan are reasonable based on its experience and market conditions.

The Company recognizes the funded status of the Braves Holdings-sponsored defined-benefit pension plan as a net asset or liability and recognizes changes in that funded status in the year in which the changes occur through other comprehensive earnings (loss) to the extent those changes are not included in net periodic cost.

The Company recognizes the funded status of the Braves Holdings-sponsored defined-benefit pension plan as a net asset or liability and recognizes changes in that funded status in the year in which the changes occur through other comprehensive earnings (loss) in the consolidated statements of comprehensive earnings loss to the extent those changes are not included in net periodic cost.

The funded status reported on the Company’s consolidated balance sheets as of December 31, 2024 and 2023 was measured as the difference between the fair value of plan assets and the projected benefit obligation.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Revenue Recognition

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Contracts with customers may contain multiple performance obligations.

For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative stand-alone selling prices of the promised products or services underlying each performance obligation.

The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately.

If the standalone selling price is not observable through past transactions, the Company estimates the stand-alone selling price considering available information, such as market conditions and internal pricing guidelines related to the performance obligations.

For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation.

The Company determines standalone selling prices based on the price at which the performance obligation is sold separately.

If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price considering available information, such as market conditions and internal pricing guidelines related to the performance obligations.

Significant portions of the transaction prices for Braves Holdings are related to undelivered performance obligations that are under contractual arrangements that extend beyond one year.

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We have not included any amounts in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Sales, value add, and other taxes when collected concurrently with revenue producing activities are excluded from revenue.

4 unchanged sentences

At December 31, 2024 and 2023, the Company had long-term deferred revenue of $ 17.8 million and $ 16.4 million, respectively, which were included in other noncurrent liabilities in the consolidated balance sheets.

During the years ended December 31, 2023 and 2022, the Company recognized $ 88.8 million and $ 81.6 million, respectively, of revenue that was included in deferred revenue at the beginning of the respective year.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 99.8 million, $ 88.8 million and $ 81.6 million, respectively, of revenue that was included in deferred revenue at the beginning of the respective year.

The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction.

The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis.

16 unchanged sentences

Payment terms for these arrangements can vary by contract, but payments are generally due in installments prior to each regular season.

The Company’s performance obligations under

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

such arrangements are to provide the customer with certain benefits during each regular season.

The Company’s performance obligations under such arrangements are to provide the customer with certain benefits during each regular season.

The transaction price of the arrangement is allocated to each performance obligation based on the relative standalone selling price of each obligation.

In determining the stand-alone selling price, the Company considers the contractually agreed-upon fees, as compared to other arrangements.

In determining the standalone selling price, the Company considers the contractually agreed-upon fees, as compared to other arrangements.

The Company’s performance obligations are satisfied as the related benefits are delivered to each customer.

3 unchanged sentences

Each Club has the right to authorize the television broadcast, within its home television territory, of games in which it participates, subject to certain exceptions.

ANLBC has a long-term local broadcasting agreement with Sportsouth Network II, LLC, the owner and operator of the SportSouth and FS South video programming services (“Bally Sport South” and “Bally Sports Southeast,” formerly known as Fox Sports South and Fox Sports Southeast, respectively), granting its regional cable networks the right to broadcast substantially all of the Braves games not otherwise selected for broadcast within the home television territory of the Braves by national broadcast partners for the 2013 through 2027 seasons.

Over the 15 -year term of the agreement, ANLBC is entitled to receive payments, subject to the actual number of games broadcast during the term.

ANLBC has a long-term local broadcasting agreement with SportSouth Network II, LLC, a subsidiary of Main Street Sports Group, LLC, the owner and operator of the FanDuel Sports Network South and FanDuel Sports Network Southeast video programming services (formerly SportSouth, Bally Sport South or Fox Sports South and FS South, Bally Sports Southeast or Fox Sports Southeast, respectively), granting its regional cable networks the right to broadcast substantially all of the Braves games not otherwise selected for broadcast within the home

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

television territory of the Braves by national broadcast partners (such agreement, as amended, the “Braves Broadcast Agreement”).

Over the term of the agreement, ANLBC is entitled to receive payments, subject to the actual number of games broadcast during the term.

Pursuant to the terms of the agreement, ANLBC receives such rights fees in monthly installments from January through August of each year.

6 unchanged sentences

The transaction prices under national broadcasting rights arrangements are typically fixed and are allocated to each performance obligation within the contractual arrangements.

The fixed license fees are allocated to each of the performance obligations within the contractual arrangements, based on the stand-alone selling price of the intellectual property.

The fixed license fees are allocated to each of the performance obligations within the contractual arrangements, based on the standalone selling price of the intellectual property.

The resulting transaction price is allocated entirely to the rights provided for the related contract year, and revenue is recognized using an output measure of progress toward satisfaction of the Company’s performance obligations within the contract year, which is generally as games are made available for use under license agreement.

Retail and Licensing Revenue

The Company has retail merchandise sales at the Stadium.

The Company has retail merchandise sales primarily at the Stadium.

Sales of merchandise are recorded at the point of sale, net of returns.

1 unchanged sentence

The Company participates in an agency arrangement along with the other 29 Clubs whereby net revenue generated from licensing arrangements with third parties is divided equally among the Clubs.

The transaction price is based upon the

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

expected distribution values as communicated by MLB.

The transaction price is based upon the expected distribution values as communicated by MLB.

The timing of revenue recognition and receipt of this revenue is dependent on the nature of the underlying performance obligation, which is generally over time.

1 unchanged sentence

The Company receives lease income as the lessor for certain buildings and land in the Mixed-Use Development.

Revenue from minimum rents are recognized on a straight-line basis over the terms of their respective lease agreements.

Revenue from minimum rents is recognized on a straight-line basis over the terms of their respective lease agreements.

Some retail tenants are required to pay overage rents based on sales over a stated base amount during the lease term.

6 unchanged sentences

Parking revenue is recognized daily based on actual usage.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Compensation to Players and Other Baseball Personnel

2 unchanged sentences

Interest imputed on these obligations is amortized and charged to expense using the effective interest method and reflected in the consolidated statements of operations as interest expense.

Interest income for these investments is recognized when earned.

Interest income for these investments is recognized when earned in the other, net line in the consolidated statements of operations.

In the event the Club terminates a player’s contract where the reason for the player’s failure is not based on an act of the player that is proscribed by the contract, the Club may be required to make minimum payments to the player for the balance of the contract’s term.

With respect to such payments, the present value of the remaining unpaid balance of that contract, including unamortized capitalized signing bonuses, is expensed in the year the person is released, and any unpaid amounts are included in accounts payable and accrued liabilities in the consolidated balance sheets.

If it is probable that an injury will prevent a player from playing in future periods, the present value of compensation to be earned during those periods, net of any insurance proceeds, is expensed in the period in which the injury was determined to prevent future play.

With respect to such payments, the present value of the remaining unpaid balance of that contract, including unamortized capitalized signing bonuses, is expensed in the baseball operating costs line in the consolidated statements of operations in the year the person is released, and any unpaid amounts are included in accounts payable and accrued liabilities in the consolidated balance sheets.

If it is probable that an injury will prevent a player from playing in future periods, the present value of compensation to be earned during those periods, net of any insurance proceeds, is expensed in the baseball operating costs line in the consolidated statements of operations in the period in which the injury was determined to prevent future play.

Advertising Costs

Advertising costs are expensed as incurred.

Advertising costs aggregated $ 5.2 million for both of the years ended December 31, 2023 and 2022 and were recorded in the selling, general and administrative expenses line in the consolidated statements of operations.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Advertising costs aggregated $ 5.0 million for the year ended December 31, 2024 and $ 5.2 million in each of the years ended December 31, 2023 and 2022 and were recorded in the selling, general and administrative, including stock-based compensation expenses line in the consolidated statements of operations.

Stock-Based Compensation

2 unchanged sentences

The Company estimates grant date fair value using the Black-Scholes valuation model.

During the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 13.2 million and $ 12.2 million, respectively.

These amounts are included in selling, general and administrative expense in the consolidated statements of operations.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expense of $ 16.5 million, $ 13.2 million and $ 12.2 million, respectively.

These amounts are included in selling, general and administrative, including stock-based compensation expense in the consolidated statements of operations.

Income taxes are accounted for under the asset-and-liability method.

4 unchanged sentences

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.

Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Recognized income tax positions are measured at the largest amount that is greater than 50% likely

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

of being realized.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

2 unchanged sentences

Earnings Attributable to Atlanta Braves Holdings Stockholders Per Common Share

Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Atlanta Braves Holdings shareholders by the weighted average number of common shares outstanding (“WASO”) for the period.

Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Atlanta Braves Holdings stockholders by the weighted average number of common shares outstanding (“WASO”) for the period.

Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented.

Excluded from diluted EPS for the year ended December 31, 2023 are 313 thousand potential common shares because their inclusion would have been antidilutive.

Excluded from diluted EPS for the years ended December 31, 2024 and 2023 are zero and 313 thousand potentially dilutive shares of common stock, respectively, because their inclusion would have been antidilutive.

The Company issued 61.7 million common shares, which is the aggregate number of shares of Series A, Series B and Series C common stock issued in connection with the Split-Off on July 18, 2023.

The number of shares issued upon completion of the Split-Off was used to determine both basic and diluted earnings (loss) per share for the year ended December 31, 2022, as no Company equity awards were outstanding prior to the completion of the Split-Off.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

December 31, 2023

(numbers of shares in thousands)

Years ended December 31,

(number of shares in thousands)

Potentially dilutive shares (1)

5 unchanged sentences

The Company considers (i) fair value measurements of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.

Recent Accounting Pronouncements

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is in the process of evaluating the disclosure requirements related to the new standard.

The standard became effective on January 1, 2024.

These additional disclosure requirements will be applied retrospectively to all prior periods presented in the consolidated financial statements and are located in note 14.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 , Improvements to Income Tax Disclosures , which requires more detailed income tax disclosures.

3 unchanged sentences

The Company is in the process of evaluating the impact of the new standard on the related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as selling, general, and administrative expenses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is in the process of evaluating the impact of the new standard on its consolidated financial statements.

(3) Supplemental Disclosures to Consolidated Statements of Cash Flows

4 unchanged sentences

Property and equipment expenditures incurred but not yet paid

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

The following table reconciles cash and cash equivalents and restricted cash reported in the Company’s consolidated balance sheets to the total amount presented in its consolidated statements of cash flows:

3 unchanged sentences

Total cash, cash equivalents and restricted cash at end of period

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

(4) Property and Equipment

10 unchanged sentences

Capitalized interest is recorded as part of an asset’s cost and depreciated over the asset’s useful life.

Depreciation expense for the years ended December 31, 2023 and 2022 was $ 54.3 million and $ 55.7 million, respectively.

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 44.2 million, $ 54.3 million and $ 55.7 million, respectively.

During the year ended December 31, 2022, the Company recognized approximately $ 4.8 million of property and equipment impairment losses, allocated entirely to the Baseball reportable segment, as a result of hurricane damage at the Braves’ spring training facility located in North Port, Florida.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

(5) Investments in Affiliates Accounted for Using the Equity Method

3 unchanged sentences

amounts in thousands

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

The following table presents the Company’s share of earnings (losses) of affiliates:

5 unchanged sentences

At the time of the acquisition of ANLBC by a predecessor of Liberty in 2007, the fair value of the MLBAM investment exceeded ANLBC’s proportionate share of MLBAM’s net assets, resulting in excess basis in the investment in MLBAM.

The excess basis as of December 31, 2023 and 2022 was indefinite lived and aggregated approximately $ 10.3 million.

The excess basis as of December 31, 2024 and 2023 was indefinite lived and aggregated to approximately $ 10.3 million.

Baseball Endowment, L.P.

6 unchanged sentences

The net asset values (“NAV”), or their equivalents were used, as a practical expedient under GAAP, in determining the fair values of these investments.

Investments in common stock and exchange-traded funds,

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

which are traded on a securities exchange, are generally valued at the last reported sales price on the day of valuation.

Investments in common stock and exchange-traded funds, which are traded on a securities exchange, are generally valued at the last reported sales price on the day of valuation.

Investments in fixed-income securities are valued at quoted prices provided by independent pricing vendors.

6 unchanged sentences

Historically, BELP management has maintained less than 10% of the underlying investments in Level 3.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Other Affiliates

12 unchanged sentences

Noncurrent liabilities

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Statements of Operations

5 unchanged sentences

The aggregated amounts in the tables above include financial information for these affiliates based on the applicable lag.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Debt is summarized as follows:

18 unchanged sentences

The commitment termination date of the revolving credit facility under the LWCF, which is the repayment date for all amounts borrowed under such revolving credit facility, is July 10, 2026.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Under the LWCF, the Club Trust can request a revolving credit advance in the form of a Eurodollar or Base Rate loan.

5 unchanged sentences

The LWCF also has a commitment fee equal to 0.20 % per annum on the daily unused amount of the revolving credit facility.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

MLB Facility Fund

17 unchanged sentences

The MLB facility fund – revolver also has a commitment fee equal to 0.20 % per annum on the daily unused amount of the revolver.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

TeamCo Revolver

3 unchanged sentences

The interest rate of a Base Rate loan was the greater of (x) the prevailing Prime rate, (y) the prevailing Federal Funds rate plus 0.50 %, and (z) LIBOR plus 1.00 %, plus a margin of 0.25 %.

In August 2022, the TeamCo Revolver was amended, increasing the borrowing capacity to $ 150 million, extending the maturity to August 2029 and replacing the Eurodollar interest rate with SOFR.

Borrowings outstanding under the TeamCo Revolver bore interest at a rate of 6.60 % and 5.73 % per annum as of December 31, 2023 and 2022, respectively, and the maximum amount available was $ 150 million as of December 31, 2023.

In August 2022, the TeamCo Revolver was amended, increasing the borrowing capacity to $ 150.0 million, extending the maturity to August 2029 and replacing the LIBOR interest rate with SOFR.

Borrowings outstanding under the TeamCo Revolver bore interest at a rate of 5.58 % and 6.60 % per annum as of December 31, 2024 and 2023, respectively, and had availability of $ 150.0 million as of December 31, 2024.

The TeamCo Revolver also has a commitment fee of 0.20 % per annum on the daily unused amount of the revolving loans.

Under the TeamCo Revolver, Braves Holdings must maintain certain financial covenants, including a fixed-charge coverage ratio and total enterprise indebtedness.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Baseball Term Debt

4 unchanged sentences

Additionally, Braves Holdings must maintain certain financial covenants, including debt service coverage ratios.

In October 2017, a subsidiary of Braves Holdings entered into a senior secured floating rate note purchase agreement for $ 75 million (the “Floating Rate Note Purchase Agreement”).

The floating rate notes bore interest at three-month LIBOR plus 1.70 % per annum and were scheduled to mature in September 2029.

On each calendar quarter-end, Braves Holdings repaid $ 1.2 million of principal, with the remaining balance due at maturity.

At December 31, 2021, Braves Holdings had borrowings of $ 55.1 million under the Floating Rate Note Purchase Agreement, net of unamortized debt issuance costs.

During August 2022, the Floating Rate Note Purchase Agreement was repaid in full with borrowings under the TeamCo Revolver.

Mixed-Use Development Credit Facilities

In March 2019, a subsidiary of Braves Holdings amended a construction loan agreement, increasing the principal available to $ 81 million.

The increased availability was primarily used to construct phase II of the retail portion of the Mixed-Use Development.

Interest accrued monthly at one-month LIBOR plus 2.50 % per annum.

If rental income results in a debt service coverage ratio of 1.30 :1.00, the rate drops to one-month LIBOR plus 2.35 % per annum.

The loan was scheduled to mature in March 2023.

Beginning in March 2023, interest based on LIBOR under the construction loan agreement was replaced with interest based on the SOFR.

Additionally, in March 2023, the maturity of the loan was extended to June 2023.

In May 2023, this construction loan was refinanced into an $ 80 million term loan agreement as further described below.

At December 31, 2022, Braves Holdings had borrowings outstanding of $ 67.7 million, net of unamortized debt issuance costs.

In August 2016, a subsidiary of Braves Holdings entered into a $ 37.5 million construction loan agreement that matures in November 2024.

The proceeds were primarily used to pay the construction costs of an entertainment building adjacent to the Stadium, as well as assist with phase II construction of the Mixed-Use Development.

In August 2016, a subsidiary of Braves Holdings entered into a $ 37.5 million construction loan agreement.

The proceeds were primarily used to pay the construction costs of an entertainment building adjacent to the Stadium, as well as assist with continued development and construction of the Mixed-Use Development.

Beginning December 15, 2020 and on each month thereafter, Braves Holdings made principal and interest payments of $ 179 thousand.

In November 2024, this construction loan was amended, increasing the borrowing capacity to $ 40.0 million, of which approximately $ 6.0 million is not available for borrowing as of December 31, 2024, but is expected to be available once certain conditions are met.

The amendment also extends the maturity to November 2029.

Interest accrues monthly at 6.32 % per annum.

Beginning December 15, 2020 and on each month thereafter, Braves Holdings makes principal and interest payments of $ 179 thousand.

Beginning December 15, 2024 and on each month thereafter, Braves Holdings makes principal payments of $ 54 thousand in addition to interest in arrears.

At December 31, 2024 and 2023, Braves Holdings had borrowings outstanding of $ 33.8 million and $ 34.6 million, respectively, net of unamortized debt issuance costs.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

In December 2022, a subsidiary of Braves Holdings entered into a $ 112.5 million construction loan agreement that has an initial maturity date of December 2026.

2 unchanged sentences

Borrowings outstanding under the construction loan bore interest at a rate of 6.33 % and 7.35 % as of December 31, 2024 and 2023, respectively.

There were no borrowing outstanding as of December 31, 2022 and $ 34.8 million of borrowings outstanding under the construction loan as of December 31, 2023, net of unamortized debt issuance costs.

Under the construction loans, Braves Holdings must maintain certain financial covenants, including a debt yield ratio.

At December 31, 2024 and 2023, Braves Holdings had borrowings outstanding of $ 92.5 million and $ 34.8 million, respectively, net of unamortized debt issuance costs.

Under the construction loans, Braves Holdings must maintain certain financial covenants, including a debt service coverage ratio.

Mixed-Use Development Term Debt

In May 2018, a subsidiary of Braves Holdings refinanced a construction loan with a $ 95 million term loan agreement (the “Term Loan Agreement”).

The Term Loan Agreement bears interest at one-month LIBOR plus 1.35 % per annum and is scheduled to mature on May 18, 2025.

The Term Loan Agreement bore interest at one-month LIBOR plus 1.35 % per annum and is scheduled to mature on May 18, 2025.

The full principal amount will be due at maturity.

Braves Holdings had borrowings of $ 94.9 million at both December 31, 2023 and 2022 under the Term Loan Agreement, net of unamortized debt issuance costs.

At December 31, 2024 and 2023, Braves Holdings had borrowings of $ 95.0 million and $ 94.9 million, respectively, under the Term Loan Agreement, net of unamortized debt issuance costs.

In April 2023, the Term Loan Agreement was amended to change the reference rate on borrowings to daily simple SOFR .

2 unchanged sentences

Borrowings outstanding under the term loan bore interest at a rate of 6.43 % and 7.45 % as of December 31, 2024 and 2023, respectively.

Approximately $ 1.9 million of annual principal payments commence in July 2024.

Approximately $ 1.8 million of annual principal payments commenced in July 2024.

At December 31, 2024 and 2023, Braves Holdings had borrowings outstanding of $ 101.0 million and $ 101.6 million under the term loan facility, respectively, net of unamortized debt issuance costs.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

In May 2023, a subsidiary of Braves Holdings refinanced an $ 80 million construction loan agreement that was used to construct the retail portion of the Mixed-Use Development with a new term loan with $ 80 million in commitments, approximately $ 11.3 million of which is not available for borrowing as of December 31, 2024, but is expected to be available once certain conditions are met.

1 unchanged sentence

Approximately $ 1.0 million of annual principal payments commence in June 2026.

At December 31, 2023, Braves Holdings had borrowings outstanding of $ 68.2 million, net of unamortized debt issuance costs.

At December 31, 2024 and 2023, Braves Holdings had borrowings outstanding of $ 68.3 million and $ 68.2 million, respectively, net of unamortized debt issuance costs.

Five Year Maturities

As of December 31, 2024, the principal maturities of outstanding debt obligations for each of the next five years are as follows (amounts in thousands):

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Fair Value of Debt

9 unchanged sentences

Effective April 1, 2020, the notional amount began at $ 25 million and increased over time to $ 100 million as of August 1, 2020.

As of December 31, 2022, the fair value of the interest rate swap was an asset of $ 855 thousand.

In May 2022, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $ 100 million maturing on June 1, 2025.

The interest rate swap became effective in March 2023.

Effective March 2023, the notional amount began at $ 100 million and decreased to $ 98.8 million as of December 2024.

As of December 31, 2024 and 2023, the fair value of the interest rate swap was an asset of $ 0.7 million and $ 2.4 million, respectively.

1 unchanged sentence

The interest rate swap became effective in June 2023.

As of December 31, 2023, the fair value of the interest rate swap was a liability of $ 372 thousand.

Interest rate swaps are included within other assets and other noncurrent liabilities as of December 31, 2023 and other current assets and other assets as of December 31, 2022 in the consolidated balance sheets and changes in the fair value of the interest rate swaps are recorded to realized and unrealized gains (losses) on financial instruments, net in the consolidated statements of operations.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

December 31, 2024 and 2023, the fair value of the interest rate swap was an asset of $ 0.6 million and a liability of $ 0.4 million, respectively.

Interest rate swaps are included within other current assets and other assets , net as of December 31, 2024 and other assets and other noncurrent liabilities as of December 31, 2023 in the consolidated balance sheets and changes in the fair value of the interest rate swaps are recorded to realized and unrealized gains (losses) on financial instruments, net in the consolidated statements of operations.

The Company determines if an arrangement is a lease (operating or finance) at inception.

6 unchanged sentences

Both leases are classified as finance leases and are recognized based on the present value of the remaining lease payments using Braves Holdings’ incremental borrowing rate.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments using Braves Holdings’ incremental borrowing rate at the commencement date of the lease.

Variable lease payments not based on an index or rate are not included in the operating lease liability as they cannot be reasonably estimated and are recognized in the period in which the obligation for those payments is incurred.

The Company accounts for the lease and nonlease components as a single component.

The Company accounts for the lease and non-lease components as a single component.

Leases that have a term of 12 months or less upon commencement date are considered short-term in nature.

Accordingly, short-term leases are not included on the consolidated balance sheets and are expensed on a straight-line basis over the lease term.

The Company’s leases have remaining lease terms of one to thirty-six years , some of which may include the option to extend for up to ten years , and some of which include options to terminate the leases within one year .

The Company’s leases have remaining lease terms of one to thirty-five years , some of which may include the option to extend for up to ten years , and some of which include options to terminate the leases within one year .

The Company determines the lease term by assuming the exercise of any renewal and/or early termination options that are reasonably assured.

9 unchanged sentences

Net lease expense

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

The remaining weighted average lease term and the weighted average discount rate were as follows:

5 unchanged sentences

Finance leases

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2023 and 2022

Supplemental consolidated balance sheet information related to leases is as follows:

12 unchanged sentences

Total finance lease liabilities

(1) Included in other assets, net in the consolidated balance sheet.

(2) Included in other current liabilities in the consolidated balance sheet.

(3) Included in other noncurrent liabilities in the consolidated balance sheet.

(1) Included in other assets, net in the consolidated balance sheets.

(2) Included in other current liabilities in the consolidated balance sheets.

(3) Included in other noncurrent liabilities in the consolidated balance sheets.

Supplemental cash flow information related to leases was as follows:

30 unchanged sentences

Deferred lease costs are included in other noncurrent assets in the Company’s consolidated balance sheets.

Amortization of deferred leasing costs was approximately $ 1.7 million and $ 1.6 million for the years ended December 31, 2023 and 2022, respectively, and was recorded in depreciation and amortization expense in the consolidated statements of operations.

Amortization of deferred leasing costs was approximately $ 2.0 million, $ 1.7 million and $ 1.6 million for the years ended December 31, 2024, 2023 and 2022, respectively, and was recorded in depreciation and amortization expense in the consolidated statements of operations.

Future minimum rentals to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding tenant reimbursements of operating expenses and overage rent based on tenant sales volume as of December 31, 2024, are as follows (amounts in thousands):

15 unchanged sentences

The total annual contribution is allocated between the Players’ Pension Plan and the Players’ Welfare Plan at the discretion of MLB’s Pension Committee and the MLBPA.

Braves Holdings contributed approximately $ 6.8 million and $ 6.5 million during the years ended December 31, 2023 and 2022, respectively, to the Players’ Pension Plan and the Players’ Welfare Plan, which is included as an expense within baseball operating costs in the consolidated statements of operations.

Braves Holdings contributed approximately $ 6.8 million, $ 6.8 million and $ 6.5 million during the years ended December 31, 2024, 2023 and 2022, respectively, to the Players’ Pension Plan and the Players’ Welfare Plan, which is included as an expense within baseball operating costs in the consolidated statements of operations.

Certain of Braves Holdings’ non-uniformed personnel participate in a defined-benefit pension plan (the “Non-Uniformed Personnel Pension Plan”).

25 unchanged sentences

Funded status

For the year ended December 31, 2024, the benefit obligation gain was primarily due to an increase in the discount rate.

For the year ended December 31, 2023, the benefit obligation loss was primarily due to a decrease in the discount rate.

For the year ended December 31, 2022, the net gain was primarily due to an increase in the discount rate, partially offset by the loss due to changes in the plan’s population.

Amounts recognized in the consolidated balance sheets consist of:

amounts in thousands

Noncurrent liabilities

Pension liability

Accumulated other comprehensive earnings (loss)

8 unchanged sentences

December 31, 2024 , 2023 and 2022

The accumulated benefit obligation for the Non-Uniformed Personnel Pension Plan was $ 97.0 million and $ 91.3 million at December 31, 2023 and 2022, respectively.

The accumulated benefit obligation for the Non-Uniformed Personnel Pension Plan was $ 95.2 million, $ 97.0 million and $ 91.3 million at December 31, 2024, 2023 and 2022, respectively.

Net periodic benefit cost recognized was as follows:

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Prior service cost

Actuarial loss

Actuarial loss (gain)

Braves Holdings expects to contribute $ 4.8 million to the Non-Uniformed Personnel Pension Plan in 2025.

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Braves Holdings makes matching contributions to the 401(k) Plan based on a percentage of the amount contributed by its employees.

For the years ended December 31, 2023 and 2022, Braves Holdings’ contributions to the 401(k) Plan aggregated to $ 2.8 million and $ 2.2 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, Braves Holdings’ contributions to the 401(k) Plan aggregated to $ 4.0 million, $ 2.8 million and $ 2.2 million, respectively.

(9) Income Taxes

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Intergroup interest

Nondeductible goodwill reduction from sale of Professional Development League Clubs

Change in state tax rate

Nondeductible goodwill

Executive compensation

3 unchanged sentences

Income tax benefit (expense)

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, partially offset by the effect of state income taxes.

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.

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Stock compensation

Deferred compensation

Capitalized R&D

Deferred tax assets

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Contract assets

Accrued compensation

Total deferred tax liabilities

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As of December 31, 2024, 2023 and 2022, no unrecognized tax benefits have been recorded.

As of December 31, 2023, Liberty Media’s tax years prior to 2020 are closed for federal income tax purposes, and the Internal Revenue Service (the “IRS”) has completed its examination of Liberty Media’s 2020 tax year.

Liberty Media’s 2021 tax year has not been audited by the IRS and its 2022 tax year is currently under examination by the IRS.

The IRS is reviewing Liberty Media’s 2023 tax year as part of the IRS’s compliance assurance process audit program.

As of December 31, 2024, Liberty Media’s tax years prior to 2021 are closed for federal income tax purposes.

Liberty Media’s 2021 tax year has not been audited by the Internal Revenue Service (the “IRS”) and its 2022 and 2023 tax years are currently under examination by the IRS.

The Company’s 2023 tax year has not been audited by the IRS.

The IRS is reviewing the Company’s 2024 tax year as part of the IRS’s compliance assurance process audit program.

Various states are currently examining Liberty Media’s prior years’ state income tax returns.

The Company does not expect the ultimate disposition of these audits to have a material adverse effect on the Company’s financial position or results of operations.

The Company is not under audit in any state or local jurisdiction.

ATLANTA BRAVES HOLDINGS, INC.

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As of December 31, 2024, no shares of preferred stock were issued and 50 million shares of preferred stock are authorized, which are undesignated as to series.

Series A common stock have one vote per share, Series B common stock have ten votes per share, and Series C common stock have no votes per share, except as required by Nevada law.

Series A common stock have one vote per share, Series B common stock have ten votes per share, and Series C common stock have no votes per share, except as required by law.

Each share of Series B common stock is convertible at the option of the holder for one share of Series A common stock.

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(11) Stock-Based Compensation

The Company recorded stock-based compensation expense of $ 13.2 million and $ 12.2 million during the years ended December 31, 2023 and 2022, respectively.

The Company recorded stock-based compensation expense of $ 16.5 million, $ 13.2 million and $ 12.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

These amounts are included in selling, general and administrative expense in the consolidated statements of operations.

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Awards generally vest over 1 - 5 years and have a term of 7 - 8 years .

The Company issues new shares upon exercise of equity awards.

The Company issues new shares upon exercise or settlement, as applicable, of Awards.

The Company measures the cost of employee services received in exchange for an equity classified Award (such as RSAs, RSUs and stock options) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award).

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Series C Liberty Braves common stock options, Liberty CEO (3)

Series C Atlanta Braves Holdings common stock RSUs, Braves employees (4)

Series C Atlanta Braves Holdings common stock RSUs, Braves employees and directors (4)

Series C Atlanta Braves Holdings common stock RSUs, Liberty employees and directors (5)

Series C Atlanta Braves Holdings common stock RSUs, Liberty CEO (7)

Series C Liberty Braves common stock RSUs, Braves employees (4)

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(3) Grant made in March 2022 cliff vested in December 2022.

(4) Mainly vests between one and three years .

(4) Mainly vests between one and three years for employees and in one year for directors .

(5) Mainly vests annually over three years for employees and in one year for directors.

(6) Grants mainly vest in one year for directors and one year from the month of grant for employees, subject to the satisfaction of certain performance objectives.

(7) Grant made in 2023 cliff vests one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the Company’s compensation committee.

(7) Grants made cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the Company’s compensation committee.

For Awards that are performance-based, performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized.

The Company assesses the probability of achieving the performance objectives each reporting period and as satisfaction of the performance objectives is deemed probable, the Company records the associated compensation expense.

The Company did not grant any options to purchase shares of Series A or Series B Atlanta Braves Holdings common stock during the year ended December 31, 2023, nor did Liberty Media grant any options to purchase shares of Series A or Series B Liberty Braves common stock during the year ended December 31, 2022.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes valuation model.

The Company estimates the expected term of the Awards based on historical exercise and forfeiture data.

For grants made in 2023 and 2022, the range of expected terms was 5.55 to 5.64 years.

The volatility used in the calculation for Awards is based on the historical volatility of Atlanta Braves Holdings common stock (and previously, Liberty Braves

The Company did not grant any options to purchase shares of Series A or Series B Atlanta Braves Holdings common stock during the years ended December 31, 2024 or 2023, nor did Liberty Media grant any options to purchase shares of Series A or Series B Liberty Braves common stock during the year ended December 31, 2022.

ATLANTA BRAVES HOLDINGS, INC.

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December 31, 2024 , 2023 and 2022

common stock).

In connection with the Liberty Chief Executive Officer’s employment agreement, Liberty granted 35 thousand performance-based RSUs of Atlanta Braves Holdings Series C common stock to the Liberty Chief Executive Officer in March 2024.

Such RSUs had a GDFV of $ 38.58 per share.

In August 2024, and in connection with the Corporate Governance Transition, such RSUs were vested in full as to the target number of shares underlying such RSUs.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes valuation model.

The Company estimates the expected term of the Awards based on historical exercise and forfeiture data.

For grants made in 2023 and 2022, the range of expected terms was 5.55 to 5.64 years.

The volatility used in the calculation for Awards is based on the historical volatility of Atlanta Braves Holdings common stock (and previously, Liberty Braves common stock).

For grants made in 2023 and 2022, the range of volatilities was 33.3 % to 35.0 %.

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As of December 31, 2024, 2.9 million shares of Series C Atlanta Braves Holdings common stock were reserved by the Company for issuance under exercise privileges of outstanding stock options.

The aggregate intrinsic value of all Atlanta Braves Holdings Series C stock options and Liberty Braves Series A and Series C stock options, on a combined basis, exercised during the years ended December 31, 2023 and 2022 was $ 2.5 million and $ 1.2 million, respectively.

RSAs and RSUs

The Company had approximately 510 thousand unvested RSAs and RSUs of Atlanta Braves Holdings common stock held by certain directors, officers and employees as of December 31, 2023.

These Series A and Series C unvested RSAs and RSUs of Atlanta Braves Holdings common stock had a weighted average GDFV of $ 36.80 per share.

The aggregate fair value of all RSAs and RSUs of Atlanta Braves Holdings common stock and Liberty Braves common stock, on a combined basis, that vested during the years ended December 31, 2023 and 2022 was $ 6.1 million and $ 6.4 million, respectively.

The aggregate intrinsic value of all Atlanta Braves Holdings Series C stock options and Liberty Braves Series A and Series C stock options, on a combined basis, exercised during the years ended December 31, 2024, 2023 and 2022 was $ 7.6 million, $ 2.5 million and $ 1.2 million, respectively.

ATLANTA BRAVES HOLDINGS, INC.

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December 31, 2024 , 2023 and 2022

RSAs and RSUs

The Company had approximately 343 thousand unvested RSUs of Atlanta Braves Holdings common stock held by certain directors, officers and employees as of December 31, 2024.

These Series C unvested RSUs of Atlanta Braves Holdings common stock had a weighted average GDFV of $ 37.99 per share.

The aggregate fair value of all RSAs and RSUs of Atlanta Braves Holdings common stock and Liberty Braves common stock, on a combined basis, that vested during the years ended December 31, 2024, 2023 and 2022 was $ 13.9 million, $ 6.1 million and $ 6.4 million, respectively.

(12) Related-Party Transactions

During the years ended December 31, 2023 and 2022, the Company recognized approximately $ 1.9 million and $ 1.2 million, respectively, from MLBAM for the reimbursement of certain centralized services performed by MLBAM.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized approximately $ 2.1 million, $ 1.9 million and $ 1.2 million, respectively, from MLBAM for the reimbursement of certain centralized services performed by MLBAM.

These amounts are included in selling, general and administrative, including stock-based compensation in the consolidated statements of operations.

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Collective Bargaining Agreement

On November 30, 2016, the MLBPA and the Clubs entered into a collective bargaining agreement for the 2017 through 2021 seasons (the “2016 Agreement”).

The 2016 Agreement contained provisions surrounding revenue sharing among the Clubs, a competitive balance tax on Club payrolls that exceed specified thresholds, minimum player salary levels and other provisions impacting Braves Holdings’ operations and its relationships with members of the MLBPA.

In March 2022, the MLBPA and the Clubs entered into a new collective bargaining agreement that covers the 2022-2026 MLB seasons (“CBA”).

The start of the 2022 regular season was delayed as a result of the related negotiations, but a full season was completed.

In March 2022, the Major League Baseball Players Association (“MLBPA”) and the Clubs entered into a new collective bargaining agreement that covers the 2022-2026 MLB seasons (“CBA”).

The CBA contains provisions surrounding revenue sharing among the Clubs, a competitive balance tax on Club payrolls that exceed specified thresholds, minimum player salary levels, an expanded postseason schedule and other provisions impacting Braves Holdings’ operations and its relationships with members of the MLBPA.

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Certain Clubs are disqualified from revenue sharing from the Pool based on market size.

Also, each season, the Clubs are required to equally fund a Commissioner’s Discretionary Fund up to $ 15 million.

Club submissions of NDLR are subject to audit by the MLB Revenue Sharing Administrator and are subject to rules issued by the MLB Revenue Sharing Definitions Committee.

For the years ended December 31, 2023 and 2022, Braves Holdings incurred $ 26.0 million and $ 16.0 million, respectively, in revenue sharing, which is included as an expense within baseball operating costs in the consolidated statements of operations.

For the years ended December 31, 2024, 2023 and 2022, Braves Holdings incurred $ 42.3 million, $ 26.0 million and $ 16.0 million, respectively, in revenue sharing, which is included as an expense within baseball operating costs in the consolidated statements of operations.

Employment Contracts

Long-term employment contracts provide for, among other items, annual compensation for certain players (current and former) and other employees.

As of December 31, 2023, amounts payable annually under such contracts aggregated $ 236.9 million in 2024, $ 180.0 million in 2025, $ 160.7 million in 2026, $ 111.4 million in 2027, $ 104.9 million in 2028 and $ 156.3 million, combined, thereafter.

As of December 31, 2024, amounts payable annually under such contracts aggregated to $ 221.1 million in 2025, $ 169.2 million in 2026, $ 120.9 million in 2027, $ 105.2 million in 2028, $ 63.1 million in 2029 and $ 83.2 million, combined, thereafter.

Additionally, these contracts may include incentive compensation (although certain incentive compensation awards cannot be earned by more than one player per season).

Subsequent to December 31, 2023, Braves Holdings entered into long-term employment contracts with certain players, pursuant to which approximately $ 33.6 million is anticipated to be paid through 2025 according to the terms of such contracts, excluding any incentive compensation.

ATLANTA BRAVES HOLDINGS, INC.

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December 31, 2024 , 2023 and 2022

Subsequent to December 31, 2024, Braves Holdings entered into long-term employment contracts with certain players, pursuant to which approximately $ 45.3 million is anticipated to be paid through 2027 according to the terms of such contracts, excluding any incentive compensation.

Diamond Sports Group Bankruptcy

As disclosed in note 2, ANLBC has a long-term local broadcasting agreement with Sportsouth Network II, LLC, a subsidiary of Diamond Sports Group, granting its regional cable networks the right to broadcast substantially all of the Braves games not otherwise selected for broadcast within the home television territory of the Braves.

In March 2023, Diamond Sports Group filed for chapter 11 protection.

As a result of the chapter 11 proceeding, ANLBC may be required to repay up to $ 34.2 million, the amount remitted to ANLBC during the 90 -day preference period preceding the filing.

In addition, if the broadcasting agreement is rejected in the bankruptcy proceeding, ANLBC will not receive any revenue from Sportsouth Network II, LLC during the remaining contract term and ANLBC would be required to write-down accounts receivable and contract assets of approximately $ 34.6 million recorded in the consolidated balance sheet as of December 31, 2023.

Throughout the bankruptcy proceeding, Braves Holdings has continued to receive scheduled payments.

As disclosed in note 2, ANLBC has a long-term local broadcasting agreement with SportSouth Network II, LLC, a subsidiary of Diamond Sports Group (now Main Street Sports Group, LLC), granting its regional cable networks the right to broadcast substantially all of the Braves games not otherwise selected for broadcast within the home television territory of the Braves (such agreement, as amended, the “Braves Broadcast Agreement”).

In March 2023, Diamond Sports Group along with certain affiliates (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 (the “Chapter 11 Proceeding”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

On February 12, 2024, the Bankruptcy Court entered an agreed order among the Debtors, ANLBC and certain other MLB Clubs who have broadcast agreements with Diamond Sports Group or its affiliates, and the BOC, whereby the Debtors agreed not to reject or cause the termination of various club broadcasting agreements, including the Braves Broadcast Agreement, before the end of the 2024 MLB Season (the “Agreed Order”).

The Agreed Order provided other protections to ANLBC, MLB and the other covered Clubs to give some assurance that the Debtors would pay all required fees under the various club broadcasting agreements, including the Braves Broadcast Agreement, until the earlier to occur of (i) a plan of reorganization is confirmed by the Bankruptcy Court and the Debtors exit bankruptcy and (ii) the final payment for the 2024 MLB season is paid.

The Debtors filed their Disclosure Statement (the “Disclosure Statement”) and Joint Plan of Reorganization (the “Joint Plan of Reorganization”) on April 17, 2024.

The Bankruptcy Court approved the Disclosure Statement and originally scheduled a hearing to consider confirmation of the Joint Plan of Reorganization for June 18, 2024 (the “Confirmation Hearing”).

The Confirmation Hearing was originally adjourned to July 29-30, 2024, but on July 24, 2024, the Confirmation Hearing was further adjourned indefinitely.

On September 3, 2024, the Debtors announced their intention to further amend the Disclosure Statement and Joint Plan of Reorganization in hopes of setting the Confirmation Hearing for some time in November 2024.

On October 2, 2024, the Debtors filed their First Amended Joint Chapter 11 Plan of Reorganization (the “Amended Plan”) as well as their Disclosure Statement Supplement for the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization (the “Disclosure Statement Supplement”).

The Debtors filed a further revised version of the Amended Plan (the “Revised Amended Plan”) on October 9, 2024.

On October 9, 2024, the Bankruptcy Court approved the Disclosure Statement Supplement and scheduled the Confirmation Hearing to consider the Revised Amended Plan for November 14, 2024.

On November 14, 2024, the Debtors filed a further revised version of the Revised Amended Plan and the Bankruptcy Court entered an order approving the Revised Amended Plan.

Upon the Revised Amended Plan becoming effective on January 2, 2025, Diamond Sports Group exited bankruptcy and is now operating as Main Street Sports Group, LLC.

To date and throughout the Chapter 11 Proceeding, ANLBC has received all scheduled payments in accordance with the Braves Broadcast Agreement.

The obligations of Diamond Sports Group and certain of its affiliates under the Agreed Order have been satisfied in accordance with its terms.

Braves Holdings, along with the BOC and other MLB affiliates, has been named in a number of lawsuits arising in the normal course of business.

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Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss.

We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because:

We may be unable to reasonably estimate the

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because:

(i) the damages sought are indeterminate;

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The Company, through its ownership of Braves Holdings, is primarily engaged in the entertainment and real estate industries.

The Company identifies its reportable segments as those operating segments that represent 10% or more of its combined annual revenue, annual Adjusted OIBDA (as defined below) or total assets.

The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA (as defined below).

The Company’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA (as defined below).

In addition, the Company reviews nonfinancial measures such as attendance, viewership and social media.

For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements and restructuring, acquisition and impairment charges.

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

The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends.

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This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP.

Accordingly, Adjusted OIBDA should be considered

Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net earnings (loss), cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP.

The Company identifies its reportable segments as those operating segments that represent 10% or more of its combined annual revenue, annual Adjusted OIBDA (as defined below) or total assets.

Additionally, the Company considers how each operating segment is managed due to the products and services offered, the technologies used, the revenue sources generated, and marketing strategies deployed when evaluating its reportable segments.

As a result, the Company has identified the following as its reportable segments:

● Baseball – operations relating to Braves baseball and Truist Park and includes ticket sales, concessions, advertising sponsorships, suites and premium seat fees, broadcasting rights, retail and licensing.

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

ATLANTA BRAVES HOLDINGS, INC.

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December 31, 2024 , 2023 and 2022

in addition to, but not as a substitute for, operating income, net earnings (loss), cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP.

The Company has identified the following as its reportable segments:

● Mixed-Use Development – includes retail, office, hotel and entertainment operations within the Battery Atlanta.

The Company’s reportable segments are strategic business units that offer different products and services.

They are managed separately because each segment requires different technologies, differing revenue sources and marketing strategies.

Performance Measures

Years ended December 31,

Adjusted OIBDA

December 31, 2024

amounts in thousands

1 unchanged sentence

Corporate and Other

Other Information

December 31, 2023

Revenue from external customers

Baseball operating costs

Mixed-Use Development costs

Other segment items (2)

Segment Adjusted OIBDA

Reconciliation of Adjusted OIBDA

Stock-based compensation

Depreciation and amortization

Operating income (loss)

Interest expense

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

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other segment items represent selling, general and administrative costs, excluding stock-based compensation expense and other insignificant items.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

December 31, 2023

in affiliates

amounts in thousands

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Corporate and Other

Elimination (1)

(1) This amount relates to income taxes payable that partially offsets income taxes receivable in the consolidated balance sheets.

Revenue from external customers

Baseball operating costs

Mixed-Use Development costs

Other segment items (2)

Segment Adjusted OIBDA

Reconciliation of Adjusted OIBDA

Stock-based compensation

Depreciation and amortization

Operating income (loss)

Interest expense

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

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other segment items represent selling, general and administrative costs, excluding stock-based compensation expense and other insignificant items.

ATLANTA BRAVES HOLDINGS, INC.

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December 31, 2024 , 2023 and 2022

The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:

Years ended December 31,

December 31, 2022

amounts in thousands

Adjusted OIBDA

Impairment of long-lived assets and other related costs

Mixed-Use Development

Corporate and Other

Revenue from external customers

Baseball operating costs

Mixed-Use Development costs

Other segment items (2)

Segment Adjusted OIBDA

Reconciliation of Adjusted OIBDA

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

Stock-based compensation

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Earnings (loss) before income taxes

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other segment items represent selling, general and administrative costs, excluding stock-based compensation expense and other insignificant items.

ATLANTA BRAVES HOLDINGS, INC.

Notes to Consolidated Financial Statements (continued)

December 31, 2024 , 2023 and 2022

Other Information

December 31, 2024

December 31, 2023

December 31, 2022

in affiliates

amounts in thousands

Mixed-Use Development

Corporate and other

Elimination (1)

(1) This amount is related to (i) intersegment accounts and transactions between Baseball and Mixed-Use Development that have been eliminated in the consolidated financial statements and (ii) income taxes payable that partially offset income taxes receivable in the consolidated balance sheets.

The following required information is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders presently scheduled to be held in the second quarter of 2025:

Directors, Executive Officers and Corporate Governance

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

We expect to file our definitive proxy statement for our 2024 Annual Meeting of Shareholders with the Securities and Exchange Commission on or before April 29, 2024.

Directors, Executive Officers and Corporate Governanc e

Information related to our directors, executive officers, corporate governance and insider trading policies and procedures will be included in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, which is expected to be filed withing 120 days of our fiscal year end, and is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensatio n

Information related to executive compensation will be included in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, which is expected to be filed withing 120 days of our fiscal year end, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter s

Information related to the beneficial ownership of our common stock will be included in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, which is expected to be filed withing 120 days of our fiscal year end, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independenc e

Information related to certain relationships and related transactions and director independence will be included in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, which is expected to be filed withing 120 days of our fiscal year end, and is incorporated herein by reference.

Principal Accountant Fees and Service s

Information related to principal accountant fees and services will be included in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, which is expected to be filed withing 120 days of our fiscal year end, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

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Atlanta Braves Holdings, Inc.:

Report of Independent Registered Public Accounting Firm ( KPMG LLP , Atlanta, GA , Auditor Firm ID:

Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Atlanta, GA , Auditor Firm ID:

Consolidated Balance Sheets, December 31, 2024 and 2023

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4 - Instruments Defining the Rights of Securities Holders, including Indentures:

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*

The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (File No.

41746) (the “February 2024 10-K”)) .

10 - Material Contracts:

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Aircraft Time Sharing Agreements, dated July 18, 2023, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 10.4 of the July 2023 8-K).

Registration Rights Agreement, dated as of July 18, 2023, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 10.5 of the July 2023 8-K).

Form of Restricted Stock Units Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.10 of the Registrant’s Form S-1 filed on September 8, 2023 (File No.

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Form of Non-Qualified Stock Option Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.11 of the Form S-1).

Form of Non-Qualified Stock Option Agreement under the Atlanta Braves Holdings, Inc.

2023 Omnibus Incentive Plan, as amended from time to time, for certain officers of the company and Atlanta Braves (incorporated by reference to Exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed on May 8, 2024 (File No.

001-41746) (the “2024 First Quarter 10-Q”)) .

Form of Restricted Stock Unit Agreement under the Atlanta Braves Holdings, Inc.

2023 Omnibus Incentive Plan, as amended from time to time, for certain officers of the company and Atlanta Braves (incorporated by reference to Exhibit 10.2 to the 2024 First Quarter 10-Q).

Form of Performance Restricted Stock Unit Agreement under the Atlanta Braves Holdings, Inc.

2023 Omnibus Incentive Plan, as amended from time to time, for certain officers of the company and Atlanta Braves (incorporated by reference to Exhibit 10.3 to the 2024 First Quarter 10-Q) .

Form of Annual Performance-Based Restricted Stock Unit Award between the Registrant and Gregory B.

Maffei under the Atlanta Braves Holdings, Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the 2024 First Quarter 10-Q).

Employment Agreement, dated March 6, 2023 by and between Atlanta National League Baseball Club, LLC and Jill Robinson.

Employment Agreement, dated January 1, 2023 by and between Atlanta National League Baseball Club, LLC and Derek Schiller.

Employment Agreement, dated March 15, 2023 by and between Atlanta National League Baseball Club, LLC and Mike Plant.

Employment Agreement, dated March 6, 2023 by and between Atlanta National League Baseball Club, LLC and Greg Heller.

Insider Trading Policy .*

Subsidiaries of Atlanta Braves Holdings, Inc.*

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Atlanta Braves Holdings, Inc.

Policy for the Recovery of Erroneously Awarded Compensation*

Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the February 2024 10-K) .

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*

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ATLANTA BRAVES HOLDINGS, INC.

February 28, 2024

/s/ GREGORY B.

Chairman of the Board, President and Chief Executive Officer

February 28, 2024

Chief Accounting Officer and Principal Financial Officer

March 3, 2025

/s/ TERENCE F.

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

March 3, 2025

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

/s/Gregory B.

Chairman of the Board, Chief Executive Officer

February 28, 2024

and President

Chief Accounting Officer and Principal Financial Officer

February 28, 2024

/s/ TERENCE F.

February 28, 2024

Chairman, President, Chief Executive Officer, and Director

March 3, 2025

Executive Vice President, Chief Financial Officer and Treasurer

March 3, 2025

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 9A. Controls and Procedures