Controls and Procedures.
−Removed: 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 principal accounting and
−Removed: 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.
+Added: In accordance with Securities Exchange Act of 1934, as amended (the “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 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
+Added: December 31, 2025.
Based on that evaluation, the Executives concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 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.
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See page II-20 for Report of Independent Registered Public Accounting Firm for their attestation regarding the effectiveness of our internal control over financial reporting.
−Removed: In January 2024, the Company acquired QuintEvents.
−Removed: As a result of the acquisition, the Company is reviewing the internal controls of QuintEvents and is making appropriate changes as deemed necessary.
−Removed: Except for the changes in internal control at QuintEvents, there has been no change in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
+Added: In July 2025, the Company acquired MotoGP.
+Added: As a result of the acquisition, the Company is reviewing the internal controls of MotoGP and is making appropriate changes as deemed necessary.
+Added: Except for the changes in internal control at MotoGP, there has been no change in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Other Information.
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Based on this assessment, management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.
−Removed: The Company’s assessment of internal control over financial reporting did not include the internal controls of Quint Events, LLC which the Company acquired in the first quarter of 2024.
−Removed: The amount of total assets and revenue of QuintEvents, LLC included in our consolidated financial statements as of and for the year ended December 31, 2024 was $424 million and $340 million, respectively.
+Added: The Company’s assessment of internal control over financial reporting did not include the internal controls of MotoGP Sports Entertainment S.L.
+Added: (formerly Dorna Sports, S.L.) (“MotoGP”) which the Company acquired in the third quarter of 2025.
+Added: The amount of total assets and revenue of MotoGP included in our consolidated financial statements as of and for the year ended December 31, 2025 was $6,277 million and $325 million, respectively.
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.
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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, 2025 and 2024, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired QuintEvents, LLC during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, QuintEvents, LLC’s internal control over financial reporting associated with total assets of $424 million and total revenues of $340 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of QuintEvents, LLC.
+Added: The Company acquired MotoGP Sports Entertainment Group, S.L.
+Added: during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, MotoGP Sports Entertainment Group, S.L.’s internal control over financial reporting associated with total assets of $6,277 million and total revenues of $325 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.
+Added: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of MotoGP Sports Entertainment Group, S.L.
Basis for Opinion
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We have audited the accompanying consolidated balance sheets of Liberty Media Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).
−Removed: In our opinion, based on our audits and the report of Ernst & Young LLP, 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.
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.
generally accepted accounting principles.
−Removed: 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 February 27, 2025 expressed an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: We did not audit the financial statements of Live Nation Entertainment, Inc.
−Removed: (a 30 percent owned investee company).
−Removed: The Company’s investment in Live Nation Entertainment, Inc.
−Removed: was $430 million and $307 million as of December 31, 2024 and 2023, respectively, and its equity in earnings of Live Nation Entertainment, Inc.
−Removed: was $236 million, $148 million, and $72 million for the years 2024, 2023, and 2022, respectively.
−Removed: The financial statements of Live Nation Entertainment, Inc.
−Removed: were audited by Ernst & Young LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Live Nation Entertainment, Inc., is based solely on the report of Ernst & Young LLP.
+Added: 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, 2025, 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 February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audits provide and the report of Ernst & Young LLP provide a reasonable basis for our opinion.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
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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.
−Removed: Valuation of goodwill in the Sirius XM reporting unit included in discontinued operations
−Removed: As discussed in Note 4 to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis during the fourth quarter of each fiscal year, and more frequently if events and circumstances indicate impairment may have occurred.
−Removed: The Company identified events that indicated that it was more likely than not that the carrying value of the Sirius XM reporting unit exceeded its fair value.
−Removed: The Company estimated the fair value of the Sirius XM reporting unit using a combination of an income approach and a market approach.
−Removed: As a result, the Company recognized an impairment charge of $2,819 million for the Sirius XM reporting unit goodwill, which is included in Net earnings (loss) from discontinued operations attributable to Liberty stockholders for the year ended December 31, 2024, as disclosed in Note 2 to the consolidated financial statements.
−Removed: We identified the evaluation of the goodwill impairment assessment of the Sirius XM reporting unit as a critical audit matter.
−Removed: A high degree of subjective auditor judgment was required to evaluate certain assumptions used by the Company to estimate the fair value of the reporting unit.
−Removed: Specifically, the revenue growth rates, long-term growth rate, and the discount rate involved a higher degree of subjectivity.
−Removed: In addition, these key assumptions were challenging to test due to the sensitivity of the fair value to changes in these assumptions.
+Added: Fair value of intangible asset acquired in a business combination
+Added: As discussed in Notes 3 and 4 to the consolidated financial statements, on July 3, 2025, the Company acquired approximately 84% of the equity interests in MotoGP Sports Entertainment Group, S.L.
+Added: (MotoGP) for a preliminary purchase price of approximately $3,659 million.
+Added: The fair value of the Federation Internationale de Motocyclisme (FIM) rightsholder agreement, which provides MotoGP the exclusive commercial rights to operate the MotoGP Championship, was determined using the relief from royalty method.
+Added: The preliminary acquisition date fair value of the FIM rightsholder agreement intangible asset recorded by the Company was $1,653 million.
+Added: We identified the evaluation of the estimated acquisition date fair value of the FIM rightsholder agreement intangible asset as a critical audit matter.
+Added: A high degree of subjective auditor judgment was required to evaluate the royalty rate and projected revenue growth rate used to value the FIM rightsholder agreement intangible asset.
+Added: Changes in these assumptions
+Added: could have had a significant impact on the acquisition date fair value of the FIM rightsholder agreement.
+Added: Additionally, involvement of valuation professionals with specialized skills and knowledge was required to assess the royalty rate.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We performed sensitivity analyses to assess the impact of possible changes to the revenue growth rates, long-term growth rate and discount rate assumptions on the fair value of the Sirius XM reporting unit.
−Removed: We compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast revenues.
−Removed: We compared the Company’s forecasted revenue growth rate assumptions to historical revenue growth rates, projected revenue growth rates for comparable companies, and other publicly available data, including third party market studies.
−Removed: In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:
−Removed: ● evaluating the Company’s long-term growth rate by comparing it to long-term growth rate estimates that were independently observed using publicly available market data for the Company’s industry as well as U.S.
−Removed: economic growth rates
−Removed: ● evaluating the Company’s discount rate by comparing it to discount rates that were independently developed using publicly available market data for comparable companies.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s purchase accounting process, including controls related to the development and selection of the royalty rate and projected revenue growth rate used to estimate the acquisition date fair value of the FIM rightsholder agreement intangible asset.
+Added: We performed sensitivity analyses over the projected revenue growth rate to assess the impact of changes in the assumption on the Company’s determination of fair value, and we evaluated the reasonableness of the projected revenue growth rate by comparing it to historical MotoGP results.
+Added: In addition, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating the royalty rate by comparing it against a range of royalty rates that was independently developed using publicly-available market data for comparable agreements, as well as to royalty rates from other comparable valuations.
We have served as the Company’s auditor since 2010.
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Trade and other receivables, net
+Added: Contract assets
Other current assets
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Total current assets
−Removed: Investments in affiliates, accounted for using the equity method (note 7)
Property and equipment, at cost
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Accounts payable and accrued liabilities
−Removed: Current portion of debt, including zero and $ 69 million measured at fair value, respectively (note 9)
+Added: Current portion of debt (note 8)
Deferred revenue
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Other current liabilities
−Removed: Current liabilities of discontinued operations (note 2)
Total current liabilities
Long-term debt, including $ 597 million and $ 588 million measured at fair value, respectively (note 8)
+Added: Deferred income tax liabilities (note 9)
Other liabilities
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amounts in millions
+Added: Redeemable noncontrolling interests in equity of subsidiary (note 3)
Stockholders' equity (notes 10, 12 and 14):
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Authorized 521,400,000 shares at December 31, 2024;
−Removed: issued and outstanding 25,568,345 shares at December 31, 2024 and 25,558,577 shares at December 31, 2023 (note 3)
−Removed: Series A Liberty SiriusXM common stock, $ .01 par value.
−Removed: Authorized 2,000,000,000 shares at December 31, 2023;
issued and outstanding 25,568,345 shares at December 31, 2024 (note 1)
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Authorized 19,552,500 shares at December 31, 2024;
−Removed: issued and outstanding 2,536,291 shares at December 31, 2024 and 2,546,146 shares at December 31, 2023 (note 3)
−Removed: Series B Liberty SiriusXM common stock, $ .01 par value.
−Removed: Authorized 75,000,000 shares at December 31, 2023;
issued and outstanding 2,536,291 shares at December 31, 2024 (note 1)
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Authorized 521,400,000 shares at December 31, 2024;
−Removed: issued and outstanding 63,728,403 shares at December 31, 2024 and 63,589,030 shares at December 31, 2023 (note 3)
−Removed: Series C Liberty SiriusXM common stock, $ .01 par value.
−Removed: Authorized 2,000,000,000 shares at December 31, 2023;
issued and outstanding 63,728,403 shares at December 31, 2024 (note 1)
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amounts in millions
−Removed: Formula 1 revenue
+Added: Motorsport revenue
Other revenue
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Operating costs and expenses (note 4):
−Removed: Cost of Formula 1 revenue (exclusive of depreciation shown separately below)
+Added: Cost of motorsport revenue (exclusive of depreciation shown separately below)
Other cost of sales
−Removed: Other operating expenses
Selling, general and administrative, including stock-based compensation
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Interest expense
−Removed: Share of earnings (losses) of affiliates, net (note 7)
Realized and unrealized gains (losses) on financial instruments, net (note 6)
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Less net earnings (loss) attributable to the noncontrolling interests
−Removed: Less net earnings (loss) attributable to redeemable noncontrolling interest (note 11)
Net earnings (loss) attributable to Liberty stockholders
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Liberty Live common stock
−Removed: Liberty SiriusXM common stock
Liberty Braves common stock
Net earnings (loss) from discontinued operations attributable to Liberty stockholders:
+Added: Liberty Live common stock
Liberty SiriusXM common stock
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Series A, B and C Liberty Live common stock
−Removed: Series A, B and C Liberty SiriusXM common stock
Series A, B and C Liberty Braves common stock
Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 1 and 4):
+Added: Series A, B and C Liberty Live common stock
Series A, B and C Liberty SiriusXM common stock
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Series A, B and C Liberty Live common stock
−Removed: Series A, B and C Liberty SiriusXM common stock
Series A, B and C Liberty Braves common stock
Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 1 and 4):
+Added: Series A, B and C Liberty Live common stock
Series A, B and C Liberty SiriusXM common stock
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Foreign currency translation adjustments
−Removed: Unrealized holding gains (losses) arising during the period
Credit risk on fair value debt instruments gains (losses)
−Removed: Share of other comprehensive earnings (loss) of equity affiliates
Recognition of previously unrealized (gains) losses on debt
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Less comprehensive earnings (loss) attributable to the noncontrolling interests
−Removed: Less comprehensive earnings (loss) attributable to redeemable noncontrolling interests (note 11)
Comprehensive earnings (loss) attributable to Liberty stockholders
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Liberty Live common stock
−Removed: Liberty SiriusXM common stock
Liberty Braves common stock
Comprehensive earnings (loss) from discontinued operations attributable to Liberty stockholders:
+Added: Liberty Live common stock
Liberty SiriusXM common stock
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Stock-based compensation
−Removed: Non-cash impairment costs
−Removed: Share of (earnings) loss of affiliates, net
+Added: Non-cash impairment expense
Realized and unrealized (gains) losses on financial instruments, net
Unrealized (gains) losses on intergroup interests, net
−Removed: Loss (gain) on early extinguishment of debt
Deferred income tax expense (benefit)
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Cash (paid) received for acquisitions, net of cash acquired
+Added: Cash proceeds from foreign currency forward contracts
+Added: Cash paid for foreign currency forward contracts
Investments in equity method affiliates and debt and equity securities
−Removed: Subsidiary initial public offering proceeds returned from (invested in) trust account
−Removed: Return of investment in equity method affiliates
Other investing activities, net
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Repayments of debt
+Added: Payment to Liberty Live Holdings Inc.
+Added: Liberty Live Holdings Inc.
Issuance of Series C Liberty Formula One common stock
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Atlanta Braves Holdings, Inc.
−Removed: Taxes paid in lieu of shares issued for stock-based compensation
−Removed: Repayment of initial public offering proceeds to subsidiary shareholders
−Removed: Liberty stock repurchases
−Removed: Distribution from former subsidiary
+Added: Reclassification
Other financing activities, net
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comprehensive
+Added: Series A
earnings (loss)
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Balance at January 1, 2023
−Removed: Net earnings (loss) (excludes net earnings (loss) attributable to redeemable noncontrolling interest) (note 11)
−Removed: Other comprehensive earnings (loss)
−Removed: Stock-based compensation
−Removed: Withholding taxes on net share settlements of stock-based compensation
−Removed: Liberty stock repurchases
−Removed: Shares repurchased by subsidiary
−Removed: Shares issued by subsidiary
−Removed: Dividends paid by subsidiary
−Removed: Balance at December 31, 2022
Net earnings (loss)
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Other comprehensive earnings (loss)
−Removed: Liberty SiriusXM Holdings Inc.
+Added: Liberty Sirius XM Holdings Inc.
Issuance of Series C Liberty Formula One common stock
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Balance at December 31, 2024
+Added: Net earnings (loss)
+Added: Other comprehensive earnings (loss)
+Added: Liberty Live Holdings Inc.
+Added: Stock-based compensation
+Added: Withholding taxes on net share settlements of stock-based compensation
+Added: Issuance of common stock upon exercise of stock options
+Added: Reclassification to additional paid-in capital
+Added: Balance at December 31, 2025
See accompanying notes to consolidated financial statements.
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(1) Basis of Presentatio n
−Removed: The accompanying consolidated financial statements of Liberty Media Corporation (“Liberty,” “we,” “our,” “us” or the “Company” unless the context otherwise requires) represent a consolidation of certain media and entertainment related assets and businesses.
+Added: The accompanying consolidated financial statements of Liberty Media Corporation (“Liberty,” “we,” “our,” “us” or the “Company” unless the context otherwise requires) represent a consolidation of certain motorsport and live entertainment related assets and businesses.
All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
−Removed: Liberty, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom (“U.K.”).
−Removed: Our most significant subsidiary is Delta Topco Limited (the parent company of Formula 1).
−Removed: Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc.
−Removed: (“Live Nation”).
−Removed: Braves Holdings, LLC ("Braves Holdings") was a subsidiary of the Company until the Atlanta Braves Holdings Split-Off (as defined in note 3) on July 18, 2023.
−Removed: Braves Holdings is not presented as a discontinued operation in the Company’s consolidated financial statements as the Atlanta Braves Holdings Split-Off did not represent a strategic shift that had a major effect on the Company’s operations and financial results.
+Added: Liberty, through its subsidiaries, is primarily engaged in the motorsport and live entertainment industries, with events held worldwide and operations primarily headquartered in the United Kingdom (“U.K.”) and Spain.
+Added: Our most significant subsidiaries include Delta Topco Limited (the parent company of Formula 1) and MotoGP Sports Entertainment Group, S.L.
+Added: (formerly, Dorna Sports, S.L.) (“MotoGP”).
+Added: Braves Holdings, LLC ("Braves Holdings") was a subsidiary of the Company until the Atlanta Braves Holdings Split-Off (defined below) on July 18, 2023.
Sirius XM Holdings Inc.
−Removed: (“Sirius XM Holdings”) was a subsidiary of the Company until the Liberty Sirius XM Holdings Split-Off (as defined in note 2) on September 9, 2024.
−Removed: Liberty Sirius XM Holdings Inc.
−Removed: (“Liberty Sirius XM Holdings”), which included Sirius XM Holdings, is presented as a discontinued operation in the Company’s consolidated financial statements.
+Added: (“Sirius XM Holdings”) was a subsidiary of the Company until the Liberty Sirius XM Holdings Split-Off (defined below) on September 9, 2024.
+Added: QuintEvents, LLC (“QuintEvents”) was a subsidiary of the Company and Live Nation Entertainment, Inc.
+Added: (“Live Nation”) was an equity affiliate of the Company until the Liberty Live Split-Off (defined below) on December 15, 2025.
+Added: The Company previously had a tracking stock structure.
+Added: A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole.
+Added: The Company completed the transactions disclosed below to separate certain collections of businesses, assets and liabilities into separate publicly traded companies.
+Added: On July 18, 2023, the Company completed the split-off (the “Atlanta Braves Holdings Split-Off”) of Atlanta Braves Holdings, Inc.
+Added: (“Atlanta Braves Holdings”).
+Added: Atlanta Braves Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the “Braves Group”), a tracking stock group, immediately prior to the Atlanta Braves Holdings Split-Off, except for intergroup interests in the Braves Group attributed to Liberty’s other tracking stock groups, the Liberty SiriusXM Group and the Liberty Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the with the Atlanta Braves Holdings Split-Off.
+Added: On July 19, 2023, the shares of Atlanta Braves Holdings Series C common stock utilized to settle and extinguish the intergroup interest were distributed on a pro rata basis to holders of Liberty Formula One common stock (the “Formula One Distribution”).
+Added: Braves Holdings is not presented as a discontinued operation in the Company’s consolidated financial statements as the Atlanta Braves Holdings Split-Off did not represent a strategic shift that had a major effect on the Company’s operations and financial results.
+Added: On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks—Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s then-tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”).
+Added: Each of the Atlanta Braves Holdings Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares.
+Added: In July 2024, the Internal Revenue Service (“IRS”) completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction.
+Added: In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction.
+Added: The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: During 2023, the Formula One Group paid approximately $ 273 million to the Liberty SiriusXM Group to settle an intergroup interest in the Formula One Group held by the Liberty SiriusXM Group.
+Added: On September 9, 2024, Liberty completed the split-off (the “Liberty Sirius XM Holdings Split-Off”) of its wholly owned subsidiary, Liberty Sirius XM Holdings Inc.
+Added: (“Liberty Sirius XM Holdings”).
+Added: Liberty Sirius XM Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Liberty Sirius XM Holdings Split-Off.
+Added: At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75 % Convertible Senior Notes due 2028, Liberty’s 2.75 % Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty.
+Added: Prior to the Reclassification, Liberty’s interest in Live Nation, Liberty’s 0.5 % Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation were attributed to the Liberty SiriusXM Group.
+Added: Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s consolidated financial statements.
See note 2 for details of the Liberty Sirius XM Holdings Split-Off.
−Removed: On January 2, 2024, the Company purchased QuintEvents, LLC (“QuintEvents”) for total consideration of approximately $ 277 million, comprised of $ 205 million of cash, net of cash acquired of $ 66 million, and a $ 6 million settlement of a pre-existing condition.
−Removed: The Company recorded $ 252 million of goodwill, $ 113 million of intangible assets subject to amortization, net and $ 121 million of deferred revenue as a result of the acquisition.
−Removed: The acquisition price allocation was final as of December 31, 2024.
−Removed: On March 29, 2024, the Company agreed, subject to certain conditions, to acquire approximately 86 % of the equity interests in Dorna Sports, S.L., (“Dorna”) for a purchase price of approximately € 3.0 billion, to be funded with cash.
−Removed: The Company entered into foreign currency forward contracts for close to the full purchase price.
−Removed: In December 2024, the European Commission notified the Company that a Phase II investigation would occur, extending regulatory review beyond December 31, 2024.
−Removed: The Company agreed to pay € 126 million to the sellers to extend the longstop date to June 30, 2025 in order to accommodate the Phase II investigation.
−Removed: The € 126 million is considered prepaid purchase consideration and is included in other assets in the accompanying consolidated balance sheet as of December 31, 2024.
−Removed: Subsequent to December 31, 2024, the Company extended a portion of the foreign currency forward contracts through the extended longstop date.
+Added: On December 15, 2025, the Company completed the split-off (the “Liberty Live Split-Off”) of its wholly owned subsidiary, Liberty Live Holdings, Inc.
+Added: (“Liberty Live Holdings”).
+Added: Liberty Live Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Live Group.
+Added: Immediately prior to the Liberty Live Split-Off, QuintEvents, certain private assets and approximately $ 172 million of cash were reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets.
+Added: Live Nation was an equity method affiliate of the Company until the Liberty Live Split-Off.
+Added: The Company’s investment in Live Nation (including related debt and derivative instruments) and corporate cash and expenses previously attributed to the Liberty Live Group are presented as a discontinued operations in the Company’s consolidated financial statements.
+Added: See note 2 for details of the Liberty Live Split-Off.
+Added: Prior to the Liberty Live Split-Off, the Formula One Group was primarily comprised of Liberty’s interests in Formula 1, MotoGP and QuintEvents, cash and Liberty’s 2.25 % Convertible Senior Notes due 2027 (as defined below).
+Added: As previously disclosed, QuintEvents, certain private assets and approximately $ 172 million of cash were reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets immediately prior to the Liberty Live Split-Off.
+Added: Following the Liberty Live Split-Off, the Company’s only remaining outstanding common stock, the Liberty Formula One common stock, is no longer a tracking stock.
Liberty has entered into certain agreements with QVC Group, Inc., formerly known as Qurate Retail, Inc.
−Removed: (“QVC Group”), Liberty TripAdvisor Holdings, Inc.
−Removed: (“TripCo”), Liberty Broadband Corporation (“Liberty Broadband”) and Atlanta Braves Holdings, Inc.
−Removed: (“Atlanta Braves Holdings”), all of which are separate publicly traded companies, in order to govern relationships between the companies.
−Removed: None of these entities has any stock ownership, beneficial or otherwise, in any of the others as of December 31, 2024.
−Removed: These agreements include Reorganization Agreements (in the case of QVC Group, Liberty Broadband and Atlanta Braves Holdings only), Services Agreements, Facilities Sharing Agreements, Tax Sharing Agreements (in the case of Liberty Broadband and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of Liberty Broadband only).
+Added: (“QVC Group”), Liberty Broadband Corporation (“Liberty Broadband”), GCI Liberty, Inc.
+Added: (“GCI Liberty”), Liberty Live Holdings, Liberty TripAdvisor Holdings, Inc.
+Added: (“TripCo”), Liberty Sirius XM Holdings and Atlanta Braves Holdings, all of which are or were (in the case of TripCo) separate publicly traded companies, in order to govern our relationships with these companies.
+Added: None of these companies has any stock ownership, beneficial or otherwise, in any of the others.
+Added: These agreements include Reorganization Agreements (in the case of QVC Group, Liberty Broadband, Liberty Live Holdings, Liberty Sirius XM Holdings and Atlanta Braves Holdings only), Services Agreements (in the case of QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, TripCo and Atlanta Braves Holdings only), Facilities Sharing Agreements (in the case of QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, TripCo and Atlanta Braves Holdings only), Tax Sharing Agreements (in the case of Liberty Broadband, Liberty Live Holdings, Liberty Sirius XM Holdings and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of Liberty Broadband, GCI Liberty, Liberty Live Holdings and Atlanta Braves Holdings only).
In addition, as a result of certain corporate transactions, Liberty and QVC Group may have obligations to each other for certain tax related matters.
−Removed: Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings was terminated and members
+Added: Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings were terminated and members of Liberty management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions).
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: of Liberty management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions), even though they may continue to provide services on an as-needed basis.
−Removed: The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of QVC Group, Liberty Broadband and Atlanta Braves Holdings, including certain cross-indemnities.
−Removed: Pursuant to the Services Agreements, Liberty provides QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support.
−Removed: QVC Group, TripCo, Liberty Broadband and Atlanta Braves Holdings reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and in the case of QVC Group, QVC Group’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group.
−Removed: TripCo, Liberty Broadband and Atlanta Braves Holdings reimburse Liberty for shared services and personnel based on a flat fee.
−Removed: Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with QVC Group, TripCo, Liberty Broadband and, until August 31, 2024, Atlanta Braves Holdings.
+Added: The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of QVC Group, Liberty Broadband, Liberty Live Holdings, Liberty Sirius XM Holdings and Atlanta Braves Holdings, including certain cross-indemnities.
+Added: Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, TripCo (until April 29, 2025) and Atlanta Braves Holdings (until August 31, 2024).
+Added: Pursuant to the Services Agreements, Liberty provides QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, Atlanta Braves Holdings (until November 3, 2025) and TripCo (until April 29, 2025), with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support.
+Added: QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, Atlanta Braves Holdings (until November 3, 2025) and TripCo (until April 29, 2025) reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and in the case of QVC Group, QVC Group’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group.
+Added: Liberty Broadband, GCI Liberty, Liberty Live Holdings, Atlanta Braves Holdings (until November 3, 2025) and TripCo (until April 29, 2025) reimburse Liberty for shared services and personnel based on a flat fee.
+Added: Liberty and QVC Group have transitioned various general and administrative services previously provided to QVC Group under the Services Agreement to members of the QVC, Inc.
+Added: management team.
+Added: As part of the transition, during the first half of 2025, members of Liberty management that served as officers of QVC Group stepped down from their positions with QVC Group (with limited exceptions).
Under these various agreements, approximately $ 17 million, $ 21 million and $ 24 million of these allocated expenses were reimbursed to Liberty during the years ended December 31, 2025, 2024 and 2023, respectively.
5 unchanged sentences
Maffei no longer received compensation from Atlanta Braves Holdings.
+Added: As of December 31, 2024, Mr.
+Added: Maffei no longer provided services to Liberty or any of the Service Companies, and no further compensation was payable to or on behalf of Mr.
+Added: Maffei by or between the companies.
(2) Discontinued Operations
−Removed: On September 9, 2024, Liberty completed the split-off of its wholly owned subsidiary, Liberty Sirius XM Holdings (the “Liberty Sirius XM Holdings Split-Off”).
+Added: On September 9, 2024, Liberty completed the Liberty Sirius XM Holdings Split-Off.
The Liberty Sirius XM Holdings Split-Off was accomplished through the redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares.
1 unchanged sentence
The Liberty Sirius XM Holdings Split-Off was intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares).
−Removed: Following the Liberty Sirius XM Holdings Split-Off, on September 9, 2024, a wholly owned subsidiary of Liberty Sirius XM Holdings merged with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the “Merger” and, together with the Liberty Sirius XM Holdings Split-Off, the “Transactions”).
−Removed: As a result of the Transactions, Liberty Sirius XM Holdings became an independent public company separate from Liberty.
As disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s consolidated financial statements as the Liberty Sirius XM Holdings Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.
+Added: On December 15, 2025, the Company completed Liberty Live Split-Off.
+Added: The Liberty Live Split-Off was accomplished by a redemption by the Company of each outstanding share of its Liberty Live common stock in exchange for one share of the corresponding series of common stock of Liberty Live Holdings.
+Added: As a result of the Liberty Live Split-Off, Liberty Live Holdings is now an independent, publicly traded company.
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: As disclosed in note 1, Liberty’s interest in Live Nation (including related debt and derivative instruments) and corporate cash and expenses previously attributed to the Liberty Live Group are presented as discontinued operations in the Company’s consolidated financial statements as the Liberty Live Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.
+Added: Prior to the Liberty Live Split-Off, Live Nation was an equity method affiliate and Liberty’s share of Live Nation’s earnings (losses) were recorded in Liberty’s consolidated statements of operations.
+Added: Live Nation’s assets, liabilities and results of operations were not included in Liberty’s consolidated financial statements.
+Added: Certain financial information for Live Nation for the periods prior to the Liberty Live Split-Off is as follows:
+Added: December 31, 2024
+Added: amounts in millions
+Added: Current assets
+Added: Current liabilities
+Added: Total liabilities
+Added: Redeemable noncontrolling interests
+Added: Years ended December 31,
+Added: amounts in millions
+Added: Operating income (loss)
+Added: Net earnings (loss)
+Added: Net earnings (loss) attributable to Live Nation stockholders
The following table presents a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations to the total assets and liabilities of discontinued operations as presented in the consolidated balance sheet.
3 unchanged sentences
Investments in affiliates, accounted for using the equity method
−Removed: Property and equipment, net
−Removed: Intangible assets not subject to amortization
−Removed: Intangible assets subject to amortization, net
−Removed: Accounts payable and accrued liabilities
−Removed: Current portion of debt
−Removed: Other current liabilities
+Added: Deferred income tax assets
Long-term debt
−Removed: Deferred income tax liabilities
Other liabilities
Total liabilities
+Added: The following table provides details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the consolidated statements of operations.
+Added: Impairment, restructuring
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: The following table provided details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the consolidated statements of operations.
−Removed: Impairment, restructuring and acquisition costs for the year ended December 31, 2024, in the table below, includes a goodwill impairment loss of $ 2,819 million related to the Sirius XM Holdings reportable segment and $ 500 million impairment of Sirius XM Holding’s equity method investment in Sirius XM Canada Holdings, Inc.
+Added: and acquisition costs for the year ended December 31, 2024, in the table below, includes a goodwill impairment loss of $ 2,819 million related to the Sirius XM Holdings reportable segment and $ 500 million impairment of Sirius XM Holding’s equity method investment in Sirius XM Canada Holdings, Inc.
Years ended December 31,
9 unchanged sentences
Interest expense
+Added: Share of earnings (losses) of affiliates, net
+Added: Realized and unrealized gains (losses) on financial instruments, net
Earnings (loss) from discontinued operations before income taxes
3 unchanged sentences
Net earnings (loss) from discontinued operations attributable to Liberty stockholders
−Removed: (3) Tracking Stocks
−Removed: A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole.
−Removed: On July 18, 2023, the Company completed the split-off of its wholly owned subsidiary, Atlanta Braves Holdings (the “Atlanta Braves Holdings Split-Off”).
−Removed: The Atlanta Braves Holdings Split-Off was accomplished by a redemption by the Company of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock.
−Removed: Atlanta Braves Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the “Braves Group”) immediately prior to the Atlanta Braves Holdings Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and the Liberty Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off.
+Added: (3) Acquisitions
+Added: On July 3, 2025 (the “Closing Date”), in alignment with our motorsport strategy, the Company acquired approximately 84 % of the equity interests in MotoGP for a preliminary purchase price of approximately $ 3,659 million (approximately € 3,122 million), funded with cash on hand and borrowings of $ 1.0 billion under the Incremental Term Loans, as defined in note 8.
+Added: Following the acquisition of MotoGP, approximately 16 % of the equity interests in MotoGP continue to be owned by certain of the sellers (the “Rollover Sellers”).
+Added: The total acquisition consideration for the MotoGP acquisition was denominated in Euros as required by the purchase agreement.
+Added: Prior to the acquisition, the Company entered into foreign currency forward contracts for close to the
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks — Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”).
−Removed: As a result of the Reclassification, each then-outstanding share of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock and each outstanding share of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.
−Removed: Each of the Atlanta Braves Holdings Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares.
−Removed: In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction.
−Removed: In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction.
−Removed: The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.
−Removed: While the Formula One Group and the Liberty Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements.
−Removed: Holders of tracking stock have no direct claim to the group’s stock or assets and therefore, do not own, by virtue of their ownership of a Liberty tracking stock, any equity or voting interest in a public company, such as Live Nation, in which Liberty holds an interest that is attributed to a Liberty tracking stock group, the Liberty Live Group.
−Removed: Holders of tracking stock are also not represented by separate boards of directors.
−Removed: Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.
−Removed: The Liberty Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which, as of December 31, 2024, include Liberty’s interests in Formula 1 and QuintEvents, cash and Liberty’s 2.25 % Convertible Senior Notes due 2027.
−Removed: As of December 31, 2024, the Formula One Group has cash and cash equivalents of approximately $ 2,631 million, which includes $ 1,389 million of subsidiary cash.
−Removed: The Liberty Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty Live Group.
−Removed: As of December 31, 2024, the Liberty Live Group is primarily comprised of Liberty’s interest in Live Nation, cash, other minority investments, Liberty’s 2.375 % Exchangeable Senior Debentures due 2053 and an undrawn margin loan.
−Removed: As of December 31, 2024, the Liberty Live Group has cash and cash equivalents of approximately $ 325 million.
−Removed: Prior to the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group.
−Removed: At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75 % Convertible Senior Notes due 2028, Liberty’s 2.75 % Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty.
−Removed: As disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s consolidated financial statements.
−Removed: Prior to the Reclassification, Liberty’s interest in Live Nation, Liberty’s 0.5 % Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation (the “Live Nation Margin Loan”) were attributed to the Liberty SiriusXM Group and are presented as continuing operations in the Company’s consolidated financial statements.
+Added: full purchase price.
+Added: A portion of the foreign currency forward contracts settled on June 30, 2025 and the remainder settled in July 2025.
+Added: In January 2025, the Company paid a portion of the acquisition consideration of approximately $ 131 million (approximately € 126 million) in cash to the sellers to accommodate the European Commission’s extended regulatory review of the acquisition.
+Added: On the Closing Date, the Company paid additional closing consideration of approximately $ 3,511 million (approximately € 2,996 million) in cash.
+Added: The € 126 million was considered prepaid purchase consideration and was translated from Euros to U.S.
+Added: dollars as of the Closing Date and was included in other assets as of December 31, 2024.
+Added: The final translated amount of $ 148 million is the acquisition date fair value of the prepaid purchase consideration, with the difference of $ 17 million from the translation recorded in accumulated other comprehensive income (loss), net of taxes on the consolidated balance sheet.
+Added: The preliminary acquisition price allocation for MotoGP is as follows (amounts in millions):
+Added: Prepaid consideration
+Added: Closing consideration
+Added: Total acquisition consideration
+Added: Cash and cash equivalents
+Added: Intangible assets subject to amortization, net
+Added: Deferred revenue
+Added: Long-term debt
+Added: Deferred income tax liabilities
+Added: Other liabilities
+Added: Redeemable noncontrolling interests in equity of subsidiary
+Added: Total acquisition consideration
+Added: The calculated value assigned to intangible assets has been estimated by management utilizing a third-party preliminary valuation report utilizing valuation techniques including the income, cost and market approaches.
+Added: The Company has preliminarily identified goodwill, MotoGP’s agreement with the Fédération Internationale de Motocyclisme (“FIM”) which sets forth MotoGP’s exclusive commercial rights to the MotoGP Championship (the “FIM Agreement”) and customer relationships as the primary intangible assets.
+Added: The FIM Agreement ($ 1,653 million with an estimated useful life of approximately 36 years ) was valued utilizing the relief-from-royalty method.
+Added: The customer relationship assets ($ 1,130 million with an estimated useful life of approximately 19 years ) were valued utilizing the multi-period excess earnings method, which is a specific application of the discounted cash flow method.
+Added: Goodwill is calculated as the excess of the consideration transferred over the (i) identifiable net assets acquired and (ii) fair value of the redeemable noncontrolling interests and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future customers, continued innovation and noncontractual relationships.
+Added: None of the acquired goodwill is expected to be deductible for U.S.
+Added: income tax purposes.
+Added: As of December 31, 2025, the valuation related to the acquisition of MotoGP is not final, and the acquisition price allocation is preliminary and subject to revision.
+Added: The primary areas of the acquisition price allocation that are not yet finalized are related to certain intangible assets, liabilities, redeemable noncontrolling interests and tax balances.
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: Prior to the Atlanta Braves Holdings Split-Off, the Liberty Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group.
−Removed: The Braves Group was primarily comprised of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (the “Braves”), certain assets and liabilities associated with the Braves’ stadium (the “Stadium”) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”) and corporate cash.
−Removed: On November 13, 2024, the Company announced that it is pursuing a plan to split-off the Liberty Live Group (the “Liberty Live Split-Off”).
−Removed: Immediately prior to the Liberty Live Split-Off, QuintEvents would be reattributed from the Formula One Group to the Liberty Live Group in exchange for certain private assets and cash.
−Removed: The Liberty Live Split-Off would be effected through the redemption of Liberty Live common stock in exchange for common stock of a newly formed company, Liberty Live Holdings, Inc.
−Removed: The Company would redeem each outstanding share of its Series A, Series B and Series C Liberty Live common stock for one share of the corresponding series of common stock of Liberty Live Holdings, Inc.
−Removed: As a result of the Liberty Live Split-Off, the Company and Liberty Live Holdings, Inc.
−Removed: would be separate publicly traded companies, and the Company would no longer have a tracking stock structure.
−Removed: The Liberty Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel.
−Removed: The Liberty Live Split-Off is intended to be tax-free to stockholders of the Company.
−Removed: As of December 31, 2021, 6,792,903 notional shares represented an 11.0 % intergroup interest in the Braves Group previously held by the Formula One Group, 2,292,037 notional shares represented a 3.7 % intergroup interest in the Braves Group previously held by the Liberty SiriusXM Group and 5,271,475 notional shares represented a 2.2 % intergroup interest in the Formula One Group previously held by the Liberty SiriusXM Group.
−Removed: During September 2022, the Formula One Group and the Braves Group paid approximately $ 64 million and $ 14 million, respectively, to the Liberty SiriusXM Group to settle a portion of the intergroup interests in the Formula One Group and Braves Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of Liberty’s 1.375 % Cash Convertible Senior Notes due 2023 (the “Convertible Notes”).
−Removed: During March 2023, the Formula One Group paid approximately $ 202 million to the Liberty SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the Liberty SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes.
−Removed: On July 12, 2023, the Formula One Group paid approximately $ 71 million to the Liberty SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the Liberty SiriusXM Group.
−Removed: In connection with the Atlanta Braves Holdings Split-Off, the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and Formula One Group were settled and extinguished through the attribution, to the respective tracking stock group, of Atlanta Braves Holdings Series C common stock on a one -for-one basis equal to the number of notional shares representing the intergroup interest.
−Removed: On July 19, 2023, the shares of Atlanta Braves Holdings Series C common stock attributed to the Formula One Group to settle and extinguish the intergroup interest in connection with the Atlanta Braves Holdings Split-Off were distributed on a pro rata basis to holders of Liberty Formula One common stock (the “Formula One Distribution”).
−Removed: During November 2023, Liberty exchanged the shares of Atlanta Braves Holdings Series C common stock attributed to the Liberty SiriusXM Group with a third party to satisfy certain debt obligations attributed to the Liberty SiriusXM Group.
−Removed: See Exhibit 99.1 to this Annual Report on Form 10-K for unaudited attributed financial information for Liberty’s tracking stock groups.
+Added: As part of the MotoGP acquisition, the Company and the Rollover Sellers entered into a shareholders’ agreement that became effective on the Closing Date (the “Shareholders’ Agreement”).
+Added: The Shareholders’ Agreement provides for, among other things, the liquidity rights of the Rollover Sellers with respect to the transfer of approximately 16 % of the equity interests in MotoGP that continued to be owned by the Rollover Sellers subsequent to the Closing Date.
+Added: The Shareholders’ Agreement provides for certain put and call rights in favor of the Rollover Sellers and the Company.
+Added: The Rollover Sellers have the right to cause the Company to acquire the equity interests of MotoGP held by the Rollover Sellers as follows:
+Added: (i) one-third following the third anniversary of the Closing Date, (ii) two-thirds following the fifth anniversary of the Closing Date, less any equity interests previously acquired by the Company, and (iii) all remaining equity interests held following the sixth anniversary of the Closing Date.
+Added: Additionally, from and after the eighth anniversary of the Closing Date, the Company has an annual call right to acquire any or all remaining equity interests held by the Rollover Sellers and the Rollover Sellers have an annual put right to cause the Company to acquire any or all remaining equity interests held by the Rollover Sellers.
+Added: The price to be paid by the Company to acquire any equity interests from the Rollover Sellers will be equal to the fair market value with such fair market value determined in accordance with the terms of the Shareholders’ Agreement.
+Added: Upon the exercise of any put or call right, the Company is permitted to satisfy up to 50 % of such consideration payable in the form of the delivery of unregistered shares of Series C Liberty Formula One common stock with the remaining consideration payable in cash.
+Added: Since the potential redemption of the MotoGP equity interests held by the Rollover Sellers is not within the control of the Company and any redemption must also involve the use of cash, the Company accounts for the noncontrolling interest in MotoGP as a redeemable noncontrolling interest outside of permanent equity.
+Added: The redeemable noncontrolling interest is initially recorded at fair value as part of the acquisition accounting.
+Added: The fair value of the redeemable noncontrolling interest was derived from a model contractually defined in the Shareholders’ Agreement using observable market data as the significant inputs (Level 2).
+Added: The carrying value of the redeemable noncontrolling interest at each reporting period is the higher of (i) the cumulative amount that would result from applying the measurement guidance in Accounting Standards Codification Topic 810, Consolidation (“ASC 810”) (i.e., the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss – as well as its share of other comprehensive income or loss – and dividends) or (ii) the redemption value.
+Added: As the redeemable noncontrolling interest represents a common-share redeemable noncontrolling interest redeemable at fair value, any changes to the redemption value in excess of the cumulative amount that would result from applying the measurement guidance in ASC 810 are recorded directly to retained earnings, when necessary.
+Added: As the adjustment is recorded directly to retained earnings, there are no related impacts when calculating basic or diluted earnings per share.
+Added: The redeemable noncontrolling interest is not redeemable as of December 31, 2025, but it is probable it will become redeemable in the future solely based on the passage of time, as discussed above, with respect to the various anniversary dates following the Closing Date where the Rollover Sellers have the right to cause the Company to acquire the redeemable noncontrolling interest.
+Added: Since it is probable the noncontrolling interest will become redeemable, the Company’s accounting policy is to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the redeemable noncontrolling interest to equal the redemption value at the end of the reporting period, in periods that the redemption value is higher than the cumulative amount that would result from applying the measurement guidance in ASC 810.
+Added: This accounting policy method views the end of each reporting period as if it were also the redemption date for the redeemable noncontrolling interest.
+Added: Included in net earnings (loss) for the year ended December 31, 2025 are net earnings of approximately $ 1 million related to MotoGP’s operations since the date of acquisition, which includes amortization expense, net of income taxes, of approximately $ 77 million.
+Added: The unaudited pro forma revenue and earnings of Liberty, prepared utilizing the historical financial statements of MotoGP, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition of MotoGP discussed above occurred on January 1, 2024, are as follows:
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: Years ended December 31,
+Added: amounts in millions
+Added: Net earnings (loss)
+Added: Net earnings (loss) attributable to Liberty shareholders
+Added: The pro forma results include adjustments primarily related to the amortization of acquired intangible assets.
+Added: The pro forma information is not representative of the Company’s future results of operations nor does it reflect what the Company’s results of operations would have been if the acquisition of MotoGP had occurred previously and the Company consolidated MotoGP during the periods presented.
+Added: On January 2, 2024, the Company purchased QuintEvents for total consideration of approximately $ 277 million, comprised of $ 205 million of cash, net of cash acquired of $ 66 million, and a $ 6 million settlement of a pre-existing condition.
+Added: The Company recorded $ 252 million of goodwill, $ 113 million of intangible assets subject to amortization, net and $ 121 million of deferred revenue as a result of the acquisition.
+Added: The acquisition price allocation was final as of December 31, 2024.
+Added: As disclosed in note 1, following the Liberty Live Split-Off, QuintEvents is no longer a subsidiary of the Company.
(4) Summary of Significant Accounting Policies
1 unchanged sentence
Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition.
−Removed: Receivables are reflected net of an allowance for credit losses and sales returns.
+Added: Allowance for credit losses
+Added: Receivables are reflected net of an allowance for credit losses.
+Added: The Company applies the expected credit loss methodology in estimating its allowance for credit losses by first considering historical losses and adding consideration of current market conditions, the customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment patterns.
+Added: Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
The table below presents changes in the allowance for the periods presented:
4 unchanged sentences
Write-offs, net of recoveries
−Removed: Foreign currency translation adjustments
Balance, end of period
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations.
The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values.
−Removed: The total value of marketable equity securities aggregated zero and $ 113 million as of December 31, 2024 and 2023, respectively.
For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used.
9 unchanged sentences
In addition, the Company considers the reason for the decline in fair value, be it general market conditions, industry specific or investee specific;
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: ratings and estimates of 12-month share price targets for the investee;
+Added: analysts’ ratings and estimates of 12-month share price targets for the investee;
changes in stock price or valuation subsequent to the balance sheet date;
11 unchanged sentences
Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.
−Removed: If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings.
+Added: If the derivative is not designated as a hedge, changes in
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: the fair value of the derivative are recognized in earnings.
None of the Company’s derivatives are currently designated as hedges.
7 unchanged sentences
The fair value of the Company’s interest rate swaps are estimated using the present value of expected future cash flows based on the instruments’ contractual terms, including the applicable interest rate and discount rate, and, for any embedded options, implied interest rate volatility.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
Property and Equipment
2 unchanged sentences
Buildings and improvements
−Removed: 10 - 40 years
Support equipment
9 unchanged sentences
The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test.
−Removed: The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test.
+Added: The accounting guidance also allows entities the option to
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test.
The entity may resume performing the qualitative assessment in any subsequent period.
6 unchanged sentences
The cash flows employed in Liberty’s valuation analysis are based on management’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
There is no assurance that actual results in the future will approximate these forecasts.
15 unchanged sentences
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments using our incremental borrowing rate at the commencement date of the lease.
−Removed: The Company accounts for lease and non-lease components as a single component and does not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases with a term of twelve months or less or leases with non-consecutive periods of use that total twelve months or less at the lease commencement date.
+Added: The Company accounts for lease and non-lease components as a single component and does not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: with a term of twelve months or less or leases with non-consecutive periods of use that total twelve months or less at the lease commencement date.
The Company recorded $ 65 million, $ 62 million and $ 78 million of operating lease expense during the years ended December 31, 2025, 2024 and 2023, respectively.
3 unchanged sentences
As of December 31, 2025, future minimum payments under noncancelable operating leases with initial terms of one year or more are $ 5 million in 2026, $ 5 million in 2027, $ 5 million in 2028, $ 4 million in 2029, $ 3 million in 2030 and $ 5 million thereafter.
−Removed: The Company expects to pay $ 52 million in 2025, $ 16 million in 2026, $ 16 million in 2027 and $ 14 million in 2028 related to short-term leases that extend over multiple years.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
+Added: The Company expects to pay $ 16 million in 2026, $ 16 million in 2027 and $ 14 million in 2028 related to short-term leases that extend over multiple years.
Noncontrolling Interests
4 unchanged sentences
Sales, value add, and other taxes, when collected concurrently with revenue producing activities, are excluded from revenue.
+Added: An accounts receivable is recorded when there is an unconditional right to consideration based on a contract with a customer.
+Added: For certain types of contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting in an amount recorded to contract assets.
+Added: Once the Company has an unconditional right to consideration under these contracts, the contract assets are reclassified to accounts receivable.
Incremental costs of obtaining a contract are expensed when the amortization period of the asset is one year or less.
6 unchanged sentences
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.
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
The following table disaggregates Formula 1’s revenue by source:
5 unchanged sentences
Accordingly, the commission costs are capitalized and amortized over the life of the contract.
+Added: The following is a description of principal activities from which Formula 1 generates its revenue.
+Added: Primary revenue.
+Added: Formula 1 holds exclusive commercial rights with respect to the Formula One World Championship (the “F1 Championship”), an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship.
+Added: Formula 1 derives its primary revenue from the commercial exploitation and development of the F1 Championship through a combination of race promotion, media rights and sponsorship arrangements.
+Added: Primary revenue derived from the commercial exploitation of the F1 Championship is (i) recognized on an event by event basis for those performance obligations associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over time for those performance obligations associated with a period of time that is greater than a single specific event (for example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
+Added: Other revenue.
+Added: Formula 1 earns other revenue from miscellaneous and ancillary sources, primarily related to the sale of tickets to the Formula 1 Paddock Club hospitality program (the “Paddock Club”) at most events, facilitating the shipment of cars and equipment to and from events outside of Europe, the sale of hospitality and experiences at the Las Vegas Grand Prix, support races at events, other licensing opportunities, various television production activities and the operations at the Grand Prix Plaza site in Las Vegas.
+Added: To the extent such revenue relates to services provided or rights associated with a specific event, the revenue is recognized upon occurrence of the related event and to the extent such revenue relates to services provided or rights over a longer period of time, the revenue is recognized over time.
+Added: The following table disaggregates MotoGP’s revenue by source:
+Added: December 31, 2025
+Added: amounts in millions
+Added: Total MotoGP revenue
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: The following is a description of principal activities from which Formula 1 generates its revenue.
+Added: The following is a description of principal activities from which MotoGP generates its revenue.
Primary revenue.
−Removed: Formula 1 holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship.
−Removed: Formula 1 derives its primary revenue from the commercial exploitation and development of the World Championship through a combination of race promotion, broadcasting and sponsorship arrangements.
−Removed: Primary revenue derived from the commercial exploitation of the World Championship is (i) recognized on an event by event basis for those performance obligations associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over time for those performance obligations associated with a period of time that is greater than a single specific event (for example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
+Added: MotoGP holds the exclusive commercial rights with respect to the FIM Grand Prix World Championship (the “MotoGP Championship”), an annual, approximately nine-month long, motorcycle racing competition in which riders compete for the Riders’ Championship, teams compete for the Teams’ Championship and engine manufacturers compete for the Manufacturers’ Championship.
+Added: MotoGP’s primary revenue is derived through a combination of media rights, race promotion and sponsorship arrangements.
+Added: Primary revenue derived from the commercial exploitation of the MotoGP Championship is (i) recognized on an event by event basis for those performance obligations associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over time for those performance obligations associated with a period of time that is greater than a single specific event (for example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
Other revenue.
−Removed: Formula 1 earns other revenue from miscellaneous and ancillary sources, primarily related to facilitating the shipment of cars and equipment to and from the events outside of Europe, revenue from the sale of tickets to the Paddock Club at most events, support races at events, various television production activities and other ancillary operations.
+Added: MotoGP earns other revenue from miscellaneous and ancillary sources, primarily related to the commercial exploitation of ancillary motorcycle racing championships, revenue from the sale of tickets to the MotoGP VIP Village hospitality program and other hospitality offerings at most events and licensing opportunities.
To the extent such revenue relates to services provided or rights associated with a specific event, the revenue is recognized upon occurrence of the related event and to the extent such revenue relates to services provided or rights over a longer period of time, the revenue is recognized over time.
−Removed: QuintEvents recognized $ 340 million of revenue during the year ended December 31, 2024.
+Added: QuintEvents recognized $ 381 million and $ 340 million of revenue during the years ended December 31, 2025 and 2024, respectively.
QuintEvents generates revenue through ticket sales, event package sales and commissions as an agent/re-seller for event packages.
3 unchanged sentences
The following table disaggregates Braves Holdings’ revenue by source:
−Removed: Years ended December 31,
+Added: December 31, 2023
amounts in millions
24 unchanged sentences
Parking revenue is recognized daily based on actual usage.
−Removed: Cost of Formula 1 Revenue
−Removed: Cost of Formula 1 revenue consists of team payments, costs of promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Events, and costs incurred in the provision and sale of freight, travel and logistical services.
−Removed: Other costs of Formula 1 revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the new F1 Academy series, television production and post-production services, advertising production services and digital and social media activities.
+Added: Cost of Motorsport Revenue
+Added: Formula 1’s cost of motorsport revenue consists of team payments, costs of promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other events (“Formula 1 Events”), and costs incurred in the provision and sale of freight, travel and logistical services.
+Added: Formula 1’s other costs of motorsport revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Formula 1 Events, including the right to sell advertising, hospitality and support race opportunities, annual Federation Internationale de l’Automobile (“FIA”) regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the new F1 Academy series, television production and post-production services, advertising production services and digital and social media activities.
These costs are largely variable in nature and typically relate directly to revenue opportunities.
+Added: MotoGP’s cost of motorsport revenue includes both variable and fixed costs components and relates to both primary and other motorsport revenue.
+Added: On an annual basis, the largest components of costs of motorsport revenue are costs related to International Road-Racing Teams Association payments, which are generally fixed on a per race basis with slight variations based on the mix and number of MotoGP’s events and escalate on an annual basis, costs related to television productions, advertising and sponsorship materials, the delivery of hospitality offerings, freight travel and annual FIM fees.
Advertising Costs
3 unchanged sentences
The Company measures the cost of employee services received in exchange for an Award based on the grant-date fair value 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).
−Removed: Stock-based compensation, included in selling, general and administrative expense in the accompanying consolidated statements of operations, was $ 34 million, $ 29 million and $ 28 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Stock-based compensation, included in selling,
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: general and administrative expense in the accompanying consolidated statements of operations, was $ 21 million, $ 30 million and $ 27 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company accounts for income taxes using the asset and liability method.
6 unchanged sentences
Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in other income (expense) in the accompanying consolidated statements of operations.
+Added: Foreign Currency Translation
+Added: Dollar is the functional currency of the Company and Formula 1.
+Added: MotoGP’s functional currency is the Euro.
+Added: Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the exchange rates in effect during the applicable period, which approximates the average exchange rate.
+Added: The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings (loss) in stockholders’ equity.
+Added: Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise.
+Added: Subsequent changes in exchange rates result in transaction gains (losses) which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions.
+Added: Unrealized gains (losses) are included in other, net in the consolidated statements of operations and realized gains (losses) are included in selling, general and administrative in the consolidated statements of operations.
Earnings Attributable to Liberty Stockholders Per Common Share
1 unchanged sentence
Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders.
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
Series A, Series B and Series C Liberty Formula One Common Stock
5 unchanged sentences
Diluted WASO (b)
−Removed: (a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Formula One Group are reported since the result would be antidilutive.
−Removed: (b) As described in note 3, the Liberty SiriusXM Group’s intergroup interest in the Formula One Group was settled and extinguished on July 12, 2023.
+Added: (a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses are reported since the result would be antidilutive.
+Added: (b) As described in note 1, the Liberty SiriusXM Group’s intergroup interest in the Formula One Group was settled and extinguished in 2023.
The intergroup interest was a quasi-equity interest which was not represented by outstanding shares of common stock;
2 unchanged sentences
As the notional shares underlying the intergroup interest were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Formula One common stock.
−Removed: However, Liberty assumed that the notional shares (if and when issued) would
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: be comprised of Series A Liberty Formula One common stock since Series A Liberty Formula One common stock was underlying the 1.375 % Cash Convertible Senior Notes due 2023.
−Removed: Therefore, the market price of Series A Liberty Formula One common stock was used for the quarterly mark-to-market adjustment through the unaudited attributed consolidated statements of operations.
+Added: However, Liberty assumed that the notional shares (if and when issued) would be comprised of Series A Liberty Formula One common stock since Series A Liberty Formula One common stock was underlying the 1.375 % Cash Convertible Senior Notes due 2023 (the “Convertible Notes”).
+Added: Therefore, the market price of Series A Liberty Formula One common stock was used for the quarterly mark-to-market adjustment.
The notional shares representing the intergroup interest had no impact on the basic WASO.
2 unchanged sentences
For periods in which share settlement of the 2.25 % Convertible Senior Notes due 2027, which may be settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate.
+Added: In addition, for periods in which share settlement of the Shareholders’ Agreement, which may be partially settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the share of earnings (loss) attributable to the noncontrolling interests, net of tax where appropriate.
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
Years ended December 31,
4 unchanged sentences
The basic and diluted EPS calculations are based on the following WASO.
−Removed: Excluded from diluted EPS for the year ended December 31, 2024 and the period from August 3, 2023 to December 31, 2023 are 1 million and 1 million potentially dilutive shares of Liberty Live common stock, respectively, because their inclusion would be antidilutive.
+Added: Excluded from diluted EPS for the years ended December 31, 2025 and 2024 and the period from August 3, 2023 to December 31, 2023 are zero , 1 million and 1 million potentially dilutive shares of Liberty Live common stock, respectively, because their inclusion would be antidilutive.
+Added: January 1, 2025 to
August 3, 2023 to
1 unchanged sentence
December 31, 2024
+Added: December 31, 2023
number of shares in millions
1 unchanged sentence
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Liberty Live Group are reported since the result would be antidilutive.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
Series A, Series B and Series C Liberty SiriusXM Common Stock
The basic and diluted EPS calculations are based on the following WASO.
−Removed: Excluded from diluted EPS for the period from January 1, 2024 to September 9, 2024 and the years ended December 31, 2023 and 2022 are 18 million, 26 million and 25 million potentially dilutive shares of Liberty SiriusXM common stock, respectively, because their inclusion would be antidilutive.
+Added: Excluded from diluted EPS for the period from January 1, 2024 to September 9, 2024 and the year ended December 31, 2023 are 18 million and 26 million potentially dilutive shares of Liberty SiriusXM common stock, respectively, because their inclusion would be antidilutive.
January 1, 2024 to
−Removed: Years ended December 31,
September 9, 2024
+Added: December 31, 2023
number of shares in millions
2 unchanged sentences
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Liberty SiriusXM Group are reported since the result would be antidilutive.
−Removed: (b) For periods in which share settlement of the 2.125 % Exchangeable Senior Debentures due 2048 and 2.75 % Exchangeable Senior Debentures due 2049, which could have been settled in shares of Series C Liberty SiriusXM common stock, and 3.75 % Convertible Senior Notes due 2028, which could have been settled in shares of Series A Liberty SiriusXM common stock, were dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instruments during the period, net of tax where appropriate.
+Added: (b) For periods in which share settlement of the 2.125 % Exchangeable Senior Debentures due 2048 and 2.75 % Exchangeable Senior Debentures due 2049, which could have been settled in shares of Series C Liberty SiriusXM common stock, and 3.75 % Convertible Senior Notes due 2028, which could have been settled in shares of Series A Liberty SiriusXM common stock, were dilutive, the numerator adjustment includes a reversal of the interest expense
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: and the unrealized gain or loss recorded on the instruments during the period, net of tax where appropriate.
The settlement of the 2.125 % Exchangeable Senior Debentures due 2048 changed to solely cash, pursuant to a supplemental indenture entered into during February 2023.
1 unchanged sentence
January 1, 2024 to
−Removed: Years ended December 31,
September 9, 2024
+Added: December 31, 2023
amounts in millions
1 unchanged sentence
Diluted earnings (loss) from discontinued operations attributable to Liberty SiriusXM stockholders
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
Series A, Series B and Series C Liberty Braves Common Stock
The basic and diluted EPS calculations are based on the following WASO.
−Removed: Excluded from diluted EPS for the period from January 1, 2023 to July 18, 2023 and the year ended December 31, 2022 are 7 million and 10 million potentially dilutive shares of Liberty Braves common stock, respectively, because their inclusion would be antidilutive.
+Added: Excluded from diluted EPS for the period from January 1, 2023 to July 18, 2023 are 7 million potentially dilutive shares of Liberty Braves common stock because their inclusion would be antidilutive.
January 1, 2023 to
July 18, 2023
−Removed: December 31, 2022
number of shares in millions
8 unchanged sentences
However, Liberty assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock in order to not dilute voting percentages and the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock since Series A Liberty Braves common stock was underlying the Convertible Notes.
−Removed: Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were historically used for the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty SiriusXM Group, respectively, through the unaudited attributed consolidated statements of operations.
−Removed: During the second quarter of 2023, Liberty determined that, in connection with the Atlanta Braves Holdings Split-Off, shares of Atlanta Braves Holdings Series C common stock would be used to settle and extinguish the intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group.
+Added: Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were historically used for the quarterly mark-to-market adjustment for the intergroup interests held by Formula One Group and Liberty SiriusXM Group, respectively.
+Added: During the second quarter of 2023, Liberty determined that, in connection with the Atlanta Braves Holdings Split-Off, shares of Atlanta Braves Holdings Series C common stock would be used to settle and extinguish the intergroup interest in the Braves
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: Group attributed to the Liberty SiriusXM Group.
Following such determination, the market price of Series C Liberty Braves common stock was used for the mark-to-market adjustment for the intergroup interest held by the Liberty SiriusXM Group.
2 unchanged sentences
For periods in which share settlement of the intergroup interests were dilutive, an adjustment was also made to the numerator in the diluted earnings per share calculation for the unrealized gain or loss incurred from marking the intergroup interests to fair value during the period.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
January 1, 2023 to
July 18, 2023
−Removed: December 31, 2022
amounts in millions
7 unchanged sentences
The Company considers (i) fair value measurement of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.
−Removed: The Company holds investments that are accounted for using the equity method.
−Removed: The Company does not control the decision making process or business management practices of these affiliates.
−Removed: Accordingly, the Company relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method.
−Removed: In addition, the Company relies on audit reports that are provided by the affiliates’ independent auditors on the financial statements of such affiliates.
−Removed: The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on the Company’s consolidated financial statements.
Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.
−Removed: ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: The Company adopted ASU 2023-07 for the year ended December 31, 2024 and applied it retrospectively to all prior periods presented in the consolidated financial statements.
−Removed: Recent Accounting Pronouncements
−Removed: In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires more detailed income tax disclosures.
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires more detailed income tax disclosures.
ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction.
−Removed: The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively.
−Removed: ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is in the process of evaluating the disclosure requirements related to ASU 2023-09.
+Added: ASU 2023-09 is effective for annual periods beginning after December 15, 2024.
+Added: The Company adopted ASU 2023-09 on a retrospective basis as of December 31, 2025.
+Added: See notes 5 and 9 for new required disclosures.
+Added: Recent Accounting Pronouncements
+Added: In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses (“ASU 2024-03”), which expands disclosures about specific expense categories at interim and annual reporting periods.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is in the process of evaluating the impact of the new standard on the related disclosures.
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
−Removed: Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories at interim and annual reporting periods.
−Removed: The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
−Removed: The Company is in the process of evaluating the impact of the new standard on the related disclosures.
(5) Supplemental Disclosures to Consolidated Statements of Cash Flows
7 unchanged sentences
Deferred tax liabilities
+Added: Redeemable noncontrolling interests in equity of subsidiary
Cash paid (received) for acquisitions, net of cash acquired
1 unchanged sentence
Cash paid for income taxes, net:
+Added: United States
+Added: State and local
+Added: United Kingdom
+Added: Total cash paid for income taxes, net
The following table reconciles cash and cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
8 unchanged sentences
Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
−Removed: Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.
−Removed: Level 3 inputs are unobservable inputs for the asset or liability.
−Removed: The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3.
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.
+Added: Level 3 inputs are unobservable inputs for the asset or liability.
+Added: The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3.
Liberty’s assets and liabilities measured at fair value are as follows:
11 unchanged sentences
Cash equivalents
−Removed: Debt and equity securities
Financial instrument assets
3 unchanged sentences
The fair values for such instruments are derived from a typical model using observable market data as the significant inputs or a trading price of a similar asset or liability is utilized.
−Removed: The fair value of debt related instruments are based on quoted market prices but not considered to be traded on “active markets,” as defined by GAAP.
−Removed: Accordingly, those debt and equity securities, financial instruments and debt or debt related instruments are reported in the foregoing table as Level 2 fair value.
−Removed: Debt and equity securities included in the table above are included in the Other assets line item in the consolidated balance sheet.
+Added: Accordingly, those financial instruments and debt or debt related instruments are reported in the foregoing table as Level 2 fair value.
+Added: As of December 31, 2025, financial instrument assets included in the table above are included in the other assets line item in the consolidated balance sheet.
As of December 31, 2024, $ 27 million and $ 140 million of financial instrument assets included in the table above are included in the other current assets and other assets line items, respectively, in the consolidated balance sheet.
−Removed: As of December 31, 2023, financial instrument assets included in the table above are included in the Other assets line item in the consolidated balance sheets.
−Removed: As of December 31, 2023, $ 5 million of financial instrument liabilities included in the table above are included in the Other liabilities line item in the consolidated balance sheet.
+Added: As of December 31, 2024, financial instrument liabilities included in the table above are comprised of foreign currency forward contracts.
Realized and Unrealized Gains (Losses) on Financial Instruments, net
5 unchanged sentences
Debt and equity securities
−Removed: (a) The Company elected to account for its exchangeable senior debentures and convertible notes (as described in note 9) using the fair value option.
−Removed: Changes in the fair value of the exchangeable senior debentures and convertible notes recognized in the consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable.
−Removed: The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such
+Added: (a) The Company elected to account for its convertible notes (as described in note 8) using the fair value option.
+Added: Changes in the fair value of the convertible notes recognized in the consolidated statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable.
+Added: The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss).
+Added: The change in the fair value
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: amount in other comprehensive earnings (loss).
−Removed: The change in the fair value of the exchangeable senior debentures and cash convertible notes attributable to changes in the instrument specific credit risk was a loss of $ 84 million, gain of $ 24 million and loss of $ 30 million for the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: During the year ended December 31, 2024, the Company recognized $ 2 million of previously unrecognized losses related to the retirement of the 0.5 % Exchangeable Senior Debentures due 2050 , which was recognized through other, net in the consolidated statements of operations.
−Removed: During the year ended December 31, 2023, the Company recognized $ 27 million of previously unrecognized losses related to the retirement of the 1 % Cash Convertible Notes due 2023 and the 0.5 % Exchangeable Senior Debentures due 2050 , which was recognized through other, net in the consolidated statements of operations.
+Added: of the convertible notes attributable to changes in the instrument specific credit risk was a loss of $ 4 million, loss of $ 15 million and loss of $ 12 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The cumulative change since issuance was a gain of $ 65 million as of December 31, 2025, net of the recognition of previously unrecognized gains and losses.
−Removed: (7) Investments in Affiliates Accounted for Using the Equity Method
−Removed: Liberty has various investments accounted for using the equity method.
−Removed: The following table includes the Company’s carrying amount and percentage ownership and market value (Level 1) of the more significant investments in affiliates at December 31, 2024, and the carrying amount at December 31, 2023:
−Removed: December 31, 2024
−Removed: December 31, 2023
−Removed: dollar amounts in millions
−Removed: Formula One Group
−Removed: Total Formula One Group
−Removed: Liberty Live Group
−Removed: Total Liberty Live Group
−Removed: Consolidated Liberty
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: The following table presents the Company’s share of earnings (losses) of affiliates:
−Removed: Years ended December 31,
−Removed: amounts in millions
−Removed: Formula One Group
−Removed: Total Formula One Group
−Removed: Liberty Live Group
−Removed: Live Nation (a)
−Removed: Total Liberty Live Group
−Removed: Liberty SiriusXM Group
−Removed: Live Nation (a)
−Removed: Total Liberty SiriusXM Group
−Removed: Total Braves Group
−Removed: Consolidated Liberty
−Removed: (a) Liberty’s interests in Live Nation and certain other equity affiliates were reattributed to the Liberty Live Group effective August 3, 2023.
−Removed: Liberty’s share of earnings (losses) related to these affiliates were reflected in the results of the Liberty SiriusXM Group and the Formula One Group prior to the Reclassification and are reflected in the results of the Liberty Live Group following the Reclassification.
−Removed: Live Nation is considered the world’s leading live entertainment company and seeks to innovate and enhance the live entertainment experience for artists and fans before, during and after the show.
−Removed: See note 9 for details regarding the number and fair value of Live Nation common stock pledged as collateral pursuant to the margin loan secured by shares of Live Nation (“Live Nation Margin Loan”) as of December 31, 2024.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: Summarized financial information for Live Nation is as follows:
−Removed: Consolidated Balance Sheets
−Removed: amounts in millions
−Removed: Current assets
−Removed: Property, plant and equipment, net
−Removed: Intangible assets
−Removed: Current liabilities
−Removed: Long-term debt, net
−Removed: Other liabilities
−Removed: Redeemable noncontrolling interests
−Removed: Total liabilities and equity
−Removed: Consolidated Statements of Operations
−Removed: Years ended December 31,
−Removed: amounts in millions
−Removed: Operating expenses:
−Removed: Direct operating expenses
−Removed: Selling, general and administrative expenses
−Removed: Depreciation and amortization
−Removed: Other operating expenses
−Removed: Operating income (loss)
−Removed: Interest expense
−Removed: Other income (expense), net
−Removed: Earnings (loss) before income taxes
−Removed: Income tax (expense) benefit
−Removed: Net earnings (loss)
−Removed: Less net earnings (loss) attributable to noncontrolling interests
−Removed: Net earnings (loss) attributable to Live Nation stockholders
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
(7) Goodwill and Other Intangible Assets
2 unchanged sentences
Balance at January 1, 2024
−Removed: Atlanta Braves Holdings Split-Off
−Removed: Balance at December 31, 2023
Acquisition of QuintEvents
Balance at December 31, 2024
+Added: Acquisition of MotoGP
+Added: Liberty Live Split-Off
+Added: Balance at December 31, 2025
Intangible Assets Subject to Amortization
4 unchanged sentences
FIA Agreement
+Added: FIM Agreement
Customer relationships
−Removed: The FIA Agreement is amortized over 35 years and customer relationships are amortized over 20 years .
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
Amortization expense was $ 322 million, $ 290 million and $ 327 million for the years ended December 31, 2025, 2024 and 2023, respectively.
2 unchanged sentences
Based on near-term business trends and their impact on long-term assumptions, we concluded that the estimated fair value of QuintEvents was less than its carrying value.
−Removed: As a result, QuintEvents recognized a goodwill impairment loss of $ 73 million during the
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: year ended December 31, 2024.
+Added: As a result, QuintEvents recognized a goodwill impairment loss of $ 73 million during the year ended December 31, 2024.
The fair value was determined using a discounted cash flow (income approach) calculation (Level 3).
−Removed: Due to the goodwill impairment loss recorded, the carrying value of QuintEvents approximates its estimated fair value as of December 31, 2024.
−Removed: As of December 31, 2024, accumulated goodwill impairment losses for Liberty totaled $ 73 million and related entirely to QuintEvents, which is included in “Corporate and Other.”
Debt is summarized as follows:
2 unchanged sentences
amounts in millions
−Removed: Formula One Group
Corporate level notes and loans:
2 unchanged sentences
Formula 1 Senior Loan Facilities
+Added: MotoGP Credit Facilities
Deferred financing costs
−Removed: Total Formula One Group
−Removed: Liberty Live Group
−Removed: Corporate level notes and loans:
−Removed: 0.5 % Exchangeable Senior Debentures due 2050 (1)
−Removed: 2.375 % Exchangeable Senior Debentures due 2053 (1)
−Removed: Live Nation Margin Loan
−Removed: Total Liberty Live Group
Debt classified as current
2 unchanged sentences
2.25 % Convertible Senior Notes due 2027
−Removed: On August 12, 2022, Liberty issued $ 475 million convertible notes at an interest rate of 2.25 % per annum, which, at Liberty’s election, are convertible into cash, shares of Series C Liberty Formula One common stock or a combination of cash and shares of Series C Liberty Formula One common stock and mature on August 15, 2027.
+Added: On August 12, 2022, Liberty issued $ 475 million convertible notes at an interest rate of 2.25 % per annum, which, at Liberty’s election, are convertible into cash, shares of Series C Liberty Formula One common stock or a combination of cash and shares of Series C Liberty Formula One common stock and mature on August 15, 2027 (the “ 2.25 % Convertible Senior Notes due 2027”).
As of December 31, 2025, the conversion rate for the notes is approximately 12.0505 shares of Series C Liberty Formula One common stock per $ 1,000 principal amount of notes, equivalent to a conversion price of approximately $ 82.98 per share of Series C Liberty Formula One common stock.
−Removed: The notes are attributed to the Formula One Group.
Liberty has elected to account for the notes using the fair value option.
See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
−Removed: 0.5 % Exchangeable Senior Debentures due 2050
−Removed: In November 2020, Liberty closed a private offering of approximately $ 920 million aggregate principal amount of its 0.5 % exchangeable senior debentures due 2050 (the “ 0.5 % Exchangeable Senior Debentures due 2050”).
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: of shares of Live Nation common stock attributable to a debenture represented an initial exchange price of approximately $ 90.10 per share.
−Removed: Interest was payable quarterly on March 1, June 1, September 1 and December 1 of each year.
−Removed: On August 3, 2023, in connection with the Reclassification, as described in note 3, the debentures were reattributed from the Liberty SiriusXM Group to the Liberty Live Group.
−Removed: During the year ended December 31, 2023, Liberty paid approximately $ 918 million to repurchase $ 858 million aggregate principal amount of the debentures.
−Removed: Holders of the debentures had the right to require Liberty to purchase their debentures on September 1, 2024.
−Removed: In August 2024, Liberty issued a redemption notice for all of its 0.5 % Exchangeable Senior Debentures due 2050.
−Removed: Any debentures that were not so purchased or properly surrendered for exchange were redeemed in full on September 1, 2024.
−Removed: Settlement of any debentures properly surrendered for exchange was completed in October 2024.
−Removed: Pursuant to a supplemental indenture entered into in July 2024, Liberty delivered cash to satisfy its exchange obligations.
−Removed: During the year ended December 31, 2024, Liberty paid approximately $ 71 million to settle the remaining 0.5 % Exchangeable Senior Debentures due 2050.
−Removed: Liberty elected to account for the debentures using the fair value option.
−Removed: See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
−Removed: 2.375 % Exchangeable Senior Debentures due 2053
−Removed: In September 2023, Liberty closed a private offering of approximately $ 1.15 billion aggregate principal amount of its 2.375 % exchangeable senior debentures due 2053 (the “ 2.375 % Exchangeable Senior Debentures due 2053”).
−Removed: Upon an exchange of debentures, Liberty, at its option, may deliver Live Nation common stock, cash or a combination of Live Nation common stock and/or cash.
−Removed: The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of approximately $ 104.91 per share.
−Removed: A total of approximately 11 million shares of Live Nation common stock are attributable to the debentures.
−Removed: Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year.
−Removed: The debentures may be redeemed by Liberty, in whole or in part, on or after September 30, 2028.
−Removed: Holders of the debentures also have the right to require Liberty to purchase their debentures on September 30, 2028.
−Removed: The redemption and purchase price will generally equal 100 % of the adjusted principal amount of the debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.
−Removed: The debentures are attributed to the Liberty Live Group.
−Removed: Liberty elected to account for the debentures using the fair value option.
−Removed: See note 6 for information related to unrealized gains (losses) on debt measured at fair value.
−Removed: Live Nation Margin Loan
−Removed: On May 9, 2022, the Live Nation Margin Loan agreement was amended, replacing a delayed draw term loan with a $ 400 million revolving line of credit, changing the interest rate to the Adjusted Term Secured Overnight Financing Rate (“SOFR ”) plus Term SOFR Adjustment ( 0.1 %) plus 2.0 % and extending the maturity to May 9, 2025.
−Removed: On September 5, 2023, the Live Nation Margin Loan agreement was amended to, among other things, extend the maturity date to September 9, 2026 and change the interest rate to Term SOFR plus 2 %.
−Removed: The undrawn portion carries a commitment fee of 0.50 % per annum.
−Removed: Interest on the margin loan is payable on the last business day of each calendar quarter.
−Removed: As of December 31, 2024, availability under the Live Nation Margin Loan was $ 400 million.
−Removed: As of December 31, 2024, 9.0 million shares of the Company’s Live Nation common stock with a value of $ 1,162 million were pledged as collateral to the loan.
−Removed: The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower.
−Removed: The loan agreement does not include any financial covenants.
−Removed: On August 3, 2023, in connection with the Reclassification, as described in note 3, the Live Nation Margin Loan was reattributed from the Liberty SiriusXM Group to the Liberty Live Group.
−Removed: Formula 1 Loans
+Added: Formula 1 Senior Loan Facilities
On November 23, 2022, Formula 1 refinanced its previous Term Loan B and revolving credit facility with a new $ 725 million first lien Term Loan A, a refinanced $ 1.7 billion Term Loan B and a new $ 500 million revolving credit facility.
−Removed: On September 19, 2024, Formula 1 refinanced the Term Loan B with a new $ 1.7 billion Term Loan B and extended
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: the maturities of the approximately $ 689 million Term Loan A and the $ 500 million revolving credit facility (collectively, the “Senior Loan Facilities”).
−Removed: The Term Loan A and revolving credit facility mature on September 30, 2029 and the Term Loan B matures on September 30, 2031.
+Added: On September 19, 2024, Formula 1 refinanced the Term Loan B with a new $ 1.7 billion Term Loan B and extended the maturities of the approximately $ 689 million Term Loan A and the $ 500 million revolving credit facility.
+Added: In connection with the September 19, 2024 refinancing, Formula 1 also marketed an incremental $ 850 million of Term Loan B funding, which was in addition to an incremental $ 150 million of commitments to the Term Loan A obtained in April 2024 (collectively, the “Incremental Term Loans”).
+Added: The financing of the Incremental Term Loans closed on July 1, 2025 and was used to fund a portion of the MotoGP acquisition, as described in note 3.
+Added: The Term Loan B, Term Loan A and revolving credit facility are collectively the “Senior Loan Facilities.” The Term Loan A and revolving credit facility mature on September 30, 2029 and the Term Loan B matures on September 30, 2031.
As of December 31, 2025, there were no outstanding borrowings under the $ 500 million revolving credit facility.
−Removed: The margin for the Term Loan B, originally set at 3.25 %, stepped down to 3.00 % effective May 5, 2023, after a certain leverage test was met as of March 31, 2023.
−Removed: Formula 1 repriced the Term Loan B on October 4, 2023, reducing the margin to 2.25 %.
−Removed: On September 19, 2024, the margin for the Term Loan B was reduced to 2.0 %, with the potential to permanently step down to 1.75 % if a certain leverage test is met on or after the earlier of the acquisition of Dorna or the termination of the Dorna acquisition.
−Removed: The margin for the Term Loan A and revolving credit facility is between 1.50 % and 2.25 % depending on leverage ratios, amongst other things, and was fixed at 1.75 % for the first year and reduced to 1.5 % effective November 24, 2023.
−Removed: The reference rate for the Term Loan A, Term Loan B and dollar borrowings under the revolving credit facility is Term SOFR .
+Added: The margin for the Term Loan B was originally 2.25 %, was reduced to 2.0 % on September 19, 2024 and permanently stepped down to 1.75 % on November 5, 2025.
+Added: The margin for the Term Loan A and revolving credit facility is between 1.50 % and 2.25 % depending on leverage ratios, amongst other things.
+Added: The reference rate for the Term Loan A, Term Loan B and dollar borrowings under the revolving credit facility is the Adjusted Term Secured Overnight Financing Rate (“ Term SOFR ”).
The weighted average interest rate on the Senior Loan Facilities was approximately 5.36 % and 6.19 % as of December 31, 2025 and 2024, respectively.
2 unchanged sentences
Additionally, in order to manage the interest rate risk of its $ 3.3 billion Senior Loan Facilities, Formula 1 had $ 2.2 billion of interest rate swaps as of December 31, 2025, with a termination date in September 2031 and an early termination date in September 2029, at the option of the counterparty.
−Removed: In connection with the September 19, 2024 refinancing, Formula 1 also marketed an incremental $ 850 million of Term Loan B funding, which is in addition to an incremental $ 150 million of commitments to the newly extended Term Loan A obtained in April 2024 (collectively, the “Incremental Term Loans”).
−Removed: The Incremental Term loans will be used to fund a portion of the Dorna acquisition, as described in note 1.
−Removed: The funding of the Incremental Term Loans are conditioned upon the scheduled consummation of the Dorna acquisition.
+Added: MotoGP Credit Facilities
+Added: On August 18, 2025, MotoGP refinanced its previous € 975 million Term Loan B with a new € 800 million Term Loan B with a maturity of August 18, 2032, previous € 150 million Term Loan A with a new $ 232.5 million Term Loan A with a maturity of August 18, 2030 and previous € 100 million multicurrency revolving credit facility with a new € 100 million multicurrency revolving credit facility with a maturity of August 18, 2030 (collectively, the “Credit Facilities”).
+Added: Effective August 18, 2025, the margin for the Term Loan B was reduced from 3.25 % to 2.75 % (with a range of 2.25 % to 2.75 % depending on a leverage ratio) with a reference rate of the euro interbank offered rate (“EURIBOR”), the margin for the Term Loan A was reduced from 2.50 % to 1.75 % (with a range of 1.50 % to 2.00 % depending on a leverage ratio) with a reference rate of Term SOFR and the margin for the revolving credit facility was reduced from 2.50 % to 2.25 % (with a range of 2.00 % to 2.50 % depending on a leverage ratio) with a reference rate of one of Term SOFR, the sterling overnight index average or EURIBOR based on the currency of the applicable borrowing.
+Added: The weighted average interest rate on the Credit Facilities was approximately 5.01 % as of December 31, 2025.
+Added: The Credit Facilities remain non-recourse to Liberty and are secured by pledges of the equity interests, accounts and intercompany receivables of MotoGP.
Debt Covenants
−Removed: The Formula 1 Senior Loan Facilities contain certain financial covenants, including a leverage ratio.
−Removed: Additionally, Formula 1 debt and other borrowings contain certain non-financial covenants.
+Added: The Formula 1 Senior Loan Facilities and the MotoGP Credit Facilities contain certain financial covenants, including a leverage ratio.
+Added: Additionally, Formula 1’s debt, MotoGP’s debt and other borrowings contain certain non-financial covenants.
Fair Value of Debt
−Removed: Due to the variable rate nature of the Live Nation Margin Loan and other debt, the Company believes that the carrying amount approximates fair value at December 31, 2024.
−Removed: Five Year Maturities
−Removed: The annual principal maturities of outstanding debt obligations for each of the next five years is as follows (amounts in millions):
+Added: Due to the variable rate nature of the Formula 1 Senior Loan Facilities and the MotoGP Credit Facilities, the Company believes that the carrying amount approximates fair value at December 31, 2025.
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: Five Year Maturities
+Added: The annual principal maturities of outstanding debt obligations for each of the next five years is as follows (amounts in millions):
(9) Income Taxes
−Removed: Income tax benefit (expense) consists of:
+Added: Income tax expense (benefit) consists of:
Years ended December 31,
2 unchanged sentences
State and local
−Removed: Income tax benefit (expense)
+Added: State and local
+Added: Income tax expense (benefit)
The following table presents a summary of our domestic and foreign earnings (loss) from continuing operations before income taxes:
4 unchanged sentences
December 31, 2025, 2024 and 2023
−Removed: Expected income tax benefit (expense) differs from the amounts computed by applying the U.S.
−Removed: federal income tax rate of 21 % for the years ended December 31, 2024, 2023 and 2022 as a result of the following:
+Added: Expected income tax expense (benefit) differs from the amounts computed by applying the U.S.
+Added: federal income tax rate of 21 % as a result of the following:
Years ended December 31,
−Removed: amounts in millions
−Removed: Computed expected tax benefit (expense)
−Removed: State and local income taxes, net of federal income taxes
−Removed: Foreign income taxes, net of foreign tax credit
−Removed: Change in valuation allowance affecting tax expense
−Removed: Stock-based compensation
−Removed: Non-deductible executive compensation
−Removed: Non-taxable gain / (non-deductible loss)
−Removed: Foreign currency adjustments
−Removed: Non-deductible interest
+Added: dollar amounts in millions
+Added: Federal statutory tax rate
+Added: Domestic federal reconciling items
+Added: Nontaxable or nondeductible items
+Added: (Nontaxable gain) / nondeductible loss
+Added: Nondeductible executive compensation
Capitalized transaction costs
−Removed: Intergroup interest
−Removed: Income tax benefit (expense)
−Removed: For the year ended December 31, 2024, the Company recognized income tax expense instead of a tax benefit at the expected federal rate of 21 % primarily due to certain losses that are not deductible for tax purposes and non-deductible executive compensation, partially offset by tax benefits related to stock-based compensation and earnings in foreign jurisdictions taxed at rates lower than the 21 % U.S.
−Removed: federal rate.
−Removed: For the year ended December 31, 2023, the Company recognized a tax benefit less than the expected federal rate of 21 % primarily due to intergroup interest losses that are not deductible for tax purposes and certain other non-deductible expenses, partially offset by a tax benefit related to foreign currency adjustments on certain U.K.
−Removed: deferred tax assets.
−Removed: For the year ended December 31, 2022, the Company recognized a tax benefit instead of a tax expense at the expected federal rate of 21 % primarily due to a decrease in our valuation allowance and earnings in foreign jurisdictions taxed at rates lower than the 21 % U.S.
+Added: Cross-border tax laws
+Added: Global intangible low-taxed income
+Added: Change in valuation allowance
+Added: Domestic state and local income taxes, net of federal effect
+Added: Foreign reconciling items
+Added: United Kingdom
+Added: Rate differential
+Added: Stock compensation
+Added: Nondeductible interest
+Added: Cayman Islands - rate differential
+Added: Italy - withholding taxes
+Added: Nondeductible interest
+Added: Other jurisdictions
+Added: Income tax expense (benefit)
+Added: n/m – Percentages are not meaningful when earnings (loss) from continuing operations before income taxes is zero.
+Added: For the years ended December 31, 2025, 2024 and 2023, state and local income taxes in Colorado comprised the majority of the domestic state and local income taxes, net of federal effect category.
+Added: For the year ended December 31, 2025, the Company recognized income tax expense less than the expected federal rate of 21 % primarily due to certain gains that are not taxable, partially offset by earnings in foreign jurisdictions taxed at rates higher than the 21 % U.S.
+Added: federal rate and an increase in our valuation allowance.
+Added: For the year ended December 31, 2024, the Company recognized income tax expense primarily due to certain losses that are not deductible for tax purposes, partially offset by tax benefits related to stock-based compensation and earnings in foreign jurisdictions taxed at rates lower than the 21 % U.S.
federal rate.
2 unchanged sentences
December 31, 2025, 2024 and 2023
+Added: For the year ended December 31, 2023, the Company recognized income tax expense greater than the expected federal rate of 21 % primarily due to certain losses that are not deductible for tax purposes and tax expense related to cross-border taxes, partially offset by tax benefits related to foreign currency adjustments on certain U.K.
+Added: deferred tax assets and earnings in foreign jurisdictions taxed at rates lower than the 21 % U.S.
+Added: federal rate.
The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below:
3 unchanged sentences
Other accrued liabilities
−Removed: Intangible assets
Accrued stock compensation
−Removed: Discount on debt
+Added: Intangible assets
+Added: Other future deductible amounts
Deferred tax assets
2 unchanged sentences
Deferred tax liabilities:
+Added: Intangible assets
+Added: Other future taxable amounts
Deferred tax liabilities
Net deferred tax assets (liabilities)
−Removed: During the year ended December 31, 2024, there was a $ 2 million increase in the Company’s valuation allowance.
+Added: During the year ended December 31, 2025, there was a $ 20 million increase in the Company’s valuation allowance that affected income tax expense and a $ 2 million decrease that affected equity.
At December 31, 2025, the Company had a deferred tax asset of $ 604 million for federal, state and foreign net operating losses (“NOLs”) and interest expense carryforwards.
−Removed: Of this amount, the Company has $ 11 million of federal NOLs, $ 2 million of state NOLs, $ 30 million of federal interest expense carryforwards, $ 274 million of foreign NOLs and $ 311 million of foreign interest expense carryforwards that may be carried forward indefinitely.
−Removed: These losses and interest carryforwards are expected to be utilized prior to expiration, except for $ 10 million, which, based on current projections, will not be utilized in the future and are subject to a valuation allowance.
−Removed: As of December 31, 2024, the Company had not recorded tax reserves related to unrecognized tax benefits for uncertain tax positions.
+Added: Of this amount, the Company has $ 33 million of federal NOLs, $ 43 million of federal interest expense carryforwards, $ 1 million of state NOLs, $ 261 million of foreign NOLs and $ 266 million of foreign interest expense carryforwards that may be carried forward indefinitely.
+Added: These losses and interest carryforwards are expected to be utilized prior to expiration, except for $ 24 million of federal losses and interest carryforwards and $ 4 million of foreign losses and interest carryforwards, which, based on current projections, will not be utilized in the future and are subject to a valuation allowance.
+Added: As of December 31, 2025, the Company had no t recorded tax reserves related to unrecognized tax benefits for uncertain tax positions.
As of December 31, 2025, the Company’s tax years prior to 2022 are closed for federal income tax purposes.
−Removed: The Company’s 2021 tax year is not under audit, but remains open until the statute of limitations lapses on October 15, 2025.
The IRS has completed its examination of the Company’s 2022 tax year.
However, 2022 remains open until the statute of limitations lapses on October 15, 2026.
−Removed: The Company’s 2023 and 2024 tax years are currently under examination as part of the IRS Compliance Assurance Process program.
−Removed: Various states are currently examining the Company’s prior years’ state income tax returns.
−Removed: We do not expect the ultimate disposition of these audits to have a material adverse effect on our financial position or results of operations.
−Removed: (11) Stockholders’ Equity
−Removed: Preferred Stock
−Removed: Liberty’s preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in
+Added: The Company’s 2023 and 2024 tax years are under examination by the IRS and remain open until the statute of limitations lapses on October 15, 2027 and 2028, respectively.
+Added: The Company’s 2025 tax
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: a resolution or resolutions providing for the issue of such preferred stock adopted by the Board of Directors.
+Added: year is currently under examination as part of the IRS Compliance Assurance Process program.
+Added: Various states are currently examining the Company’s prior years’ state income tax returns.
+Added: (10) Stockholders’ Equity
+Added: Preferred Stock
+Added: Liberty’s preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by the Board of Directors.
As of December 31, 2025, no shares of preferred stock were issued.
−Removed: Series A Liberty Formula One and Liberty Live common stock have one vote per share, Series B Liberty Formula One and Liberty Live common stock have ten votes per share and Series C Liberty Formula One and Liberty Live common stock have no votes per share except as otherwise required by Delaware law.
+Added: Series A Liberty Formula One common stock has one vote per share, Series B Liberty Formula One common stock has ten votes per share and Series C Liberty Formula One common stock has no votes per share except as otherwise required by Delaware law.
Each share of Series B common stock is exchangeable at the option of the holder for one share of Series A common stock of the same group.
2 unchanged sentences
On August 22, 2024, the Company issued approximately 12.2 million shares of Series C Liberty Formula One common stock at an offering price of $ 77.50 per share, resulting in gross proceeds of approximately $ 949 million.
−Removed: The Company expects to use the net proceeds of the offering to partially fund the acquisition of Dorna and for general corporate purposes.
+Added: The Company used the net proceeds of the offering to partially fund the acquisition of MotoGP and for general corporate purposes.
Purchases of Common Stock
−Removed: During the year ended December 31, 2022, the Company repurchased 3.5 million shares of Series A Liberty SiriusXM common stock for aggregate cash consideration of $ 161 million, 4.5 million shares of Series C Liberty SiriusXM common stock for aggregate cash consideration of $ 197 million and 0.7 million shares of Series A Liberty Formula One common stock for aggregate cash consideration of $ 37 million under the authorized repurchase program.
−Removed: All of the foregoing shares obtained have been retired and returned to the status of authorized and available for issuance.
−Removed: There were no repurchases of Series A Liberty Braves common stock and no repurchases of Series C Liberty Braves common stock or Liberty Formula One common stock during the year ended December 31, 2022.
There were no repurchases of the Company’s common stock during the years ended December 31, 2025, 2024 and 2023.
−Removed: Liberty Media Acquisition Corporation
−Removed: In November 2020, the Company, through its wholly owned subsidiary, Liberty Media Acquisition Sponsor, LLC (the “Sponsor”), formed Liberty Media Acquisition Corporation (“LMAC”) and ultimately purchased approximately 14.4 million shares of LMAC Series F common stock (“Founder Shares”).
−Removed: On January 26, 2021, LMAC consummated its initial public offering (“IPO”) of 57.5 million units (the “Units”), including 7.5 million Units sold pursuant to the full exercise of the underwriters’ overallotment option.
−Removed: Each Unit consisted of one share of Series A common stock of LMAC and one -fifth of one redeemable warrant of LMAC.
−Removed: The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to LMAC of $ 575 million, which were placed in a U.S.-based trust account.
−Removed: Substantially concurrent with the IPO, LMAC completed the private placement of 10 million warrants to the Sponsor, generating gross proceeds of $ 15 million (“Private Placement Warrants”).
−Removed: The Company, through the Sponsor’s ownership of the Founder Shares, owned 20 % of LMAC’s issued and outstanding common stock.
−Removed: The Founder Shares had certain governance rights which allow the Company to control LMAC’s affairs, policies and operations through the initial business combination and therefore the Company consolidated LMAC post-IPO.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: LMAC’s Series A common stock, issued as part of the Units in the IPO, had certain provisions which allowed the holder to put back the stock to LMAC upon an initial business combination at their election.
−Removed: This conditional redemption feature required the Company to account for those shares that were subject to potential redemption as redeemable noncontrolling interests which required temporary equity classification (outside of permanent equity).
−Removed: LMAC employed a broad set of search criteria for potential target business combinations, however, LMAC’s management observed what it believes were high valuations in 2021, a declining IPO market in 2022, and significant public and private market volatility, which prevented LMAC from securing an opportunity that it believed would offer a compelling return on investment for its stockholders.
−Removed: In light of these circumstances, LMAC determined that it was not feasible to complete an initial business combination in advance of the contractual termination date of January 26, 2023.
−Removed: As a result, on November 14, 2022, stockholders of LMAC approved an amendment to LMAC’s certificate of incorporation which allowed LMAC to unwind and redeem all of its outstanding public shares prior to December 30, 2022.
−Removed: The redemption was completed during December 2022 and LMAC was subsequently dissolved.
−Removed: The Company’s interest in LMAC was attributed to the Formula One Group.
−Removed: Transactions and ownership interests with the Sponsor eliminated upon consolidation.
(11) Related Party Transactions with Officers and Directors
5 unchanged sentences
As of December 31, 2024 and 2023, the allocation percentage for Liberty was 54 % and 54 %, respectively.
−Removed: The former CEO Arrangement provided for a five year employment term which began on January 1, 2020 and ended December 31, 2024, with the following compensation components:
−Removed: (1) annual base salary of $ 3 million (with no contracted increase), (2) one-time cash commitment bonus of $ 5 million (paid in December 2019), (3) annual target cash performance bonus of $ 17 million (with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s Compensation Committee), (4) upfront equity awards with an aggregate grant date fair value (“GDFV”) of $ 90 million (granted in two equal tranches in December 2019 and December 2020) and (5) annual equity awards with an annual aggregate GDFV of $ 17.5 million, consisting of time-vested options and/or performance-based restricted stock units (“PRSUs”).
−Removed: On January 6, 2025, the Liberty board of directors approved an offer of employment for Derek Chang, Liberty’s new President and Chief Executive Officer (the “new CEO”).
−Removed: The new CEO began employment on February 1, 2025, and receives the following compensation:
−Removed: (1) annual base salary of $ 2.5 million, (2) one-time signing bonus of $ 150,000 , (3) upfront signing award of Series C RSUs of Liberty Formula One common stock with a GDFV of $ 5 million, (4) upfront signing award of Series C RSUs of Liberty Formula One common stock with a GDFV of $ 15 million and (5) annual option to purchase shares of Series C Formula One common stock with a GDFV of $ 3 million.
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
−Removed: Exchange Agreement with Chairman
+Added: The former CEO Arrangement provided for a five year employment term which began on January 1, 2020 and ended December 31, 2024, with the following compensation components:
+Added: (1) annual base salary of $ 3 million (with no contracted increase), (2) one-time cash commitment bonus of $ 5 million (paid in December 2019), (3) annual target cash performance bonus of $ 17 million (with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s Compensation Committee), (4) upfront equity awards with an aggregate grant date fair value (“GDFV”) of $ 90 million (granted in two equal tranches in December 2019 and December 2020) and (5) annual equity awards with an annual aggregate GDFV of $ 17.5 million, consisting of time-vested options and/or performance-based restricted stock units (“PRSUs”).
+Added: On January 6, 2025, the Liberty board of directors approved an offer of employment for Derek Chang, Liberty’s President and Chief Executive Officer (the “CEO”).
+Added: The CEO began employment on February 1, 2025, and receives the following compensation:
+Added: (1) annual base salary of $ 2.5 million, (2) one-time signing bonus of $ 150,000 , (3) upfront signing award of Series C RSUs of Liberty Formula One common stock with a GDFV of $ 5 million, (4) upfront award of Series C RSUs of Liberty Formula One common stock with a GDFV of $ 15 million and (5) annual option to purchase shares of Series C Formula One common stock with a GDFV of $ 3 million.
+Added: See note 12 for grants made to the CEO during the year ended December 31, 2025.
+Added: Exchange Agreement with John C.
On July 28, 2021, the Company entered into an exchange agreement, among the Company, John C.
−Removed: Malone (the Chairman of the Board of the Company), and a revocable trust of which Mr.
+Added: Malone (the then Chairman of the Board of the Company), and a revocable trust of which Mr.
Malone is the sole trustee and beneficiary (the “JM Trust”) (the “Exchange Agreement”), whereby, among other things, Mr.
1 unchanged sentence
The Exchange Agreement provides for exchanges by the Company and Mr.
−Removed: Malone or the JM Trust of shares of Series B Liberty Live common stock or Series B Liberty Formula One common stock for shares of Series C Liberty Live common stock or Series C Liberty Formula One common stock, respectively, in connection with certain events, including (i) any event that would result in a reduction in the outstanding votes of any of the Company’s tracking stock groups (each, a “Group”) or an increase of Mr.
−Removed: Malone’s beneficially-owned voting power in either Group (other than a Voting Power Exchange (as defined below)) (an “Accretive Event”), in each case, such that Mr.
−Removed: Malone’s voting power with respect to such Group would exceed the Target Voting Power plus 0.5 %, (ii) from and after the occurrence of any Accretive Event, any event that would result in an increase in the outstanding votes of either Group or a decrease of Mr.
−Removed: Malone’s beneficially-owned voting power in either Group (a “Dilutive Event”), in each case, such that Mr.
−Removed: Malone’s voting power with respect to such Group falls below the Target Voting Power less 0.5 %, or (iii) on a quarterly basis or in connection with any annual or special meeting of stockholders, upon request by Mr.
+Added: Malone or the JM Trust of shares of Series B Liberty Formula One common stock for shares of Series C Liberty Formula One common stock in connection with certain events, including (i) any event that would result in a reduction in the outstanding votes of the Company’s common stock or an increase of Mr.
+Added: Malone’s beneficially-owned voting power (other than a Voting Power Exchange (as defined below)) (an “Accretive Event”), in each case, such that Mr.
+Added: Malone’s voting power would exceed the Target Voting Power plus 0.5 %, (ii) from and after the occurrence of any Accretive Event, any event that would result in an increase in the outstanding votes or a decrease of Mr.
+Added: Malone’s beneficially-owned voting power (a “Dilutive Event”), in each case, such that Mr.
+Added: Malone’s voting power falls below the Target Voting Power less 0.5 %, or (iii) on a quarterly basis or in connection with any annual or special meeting of stockholders, upon request by Mr.
Malone or the JM Trust, if Mr.
Malone’s aggregate voting power in the Company is less than the Target Voting Power and would continue to be less than the Target Voting Power upon completion of such exchange (a “Voting Power Exchange”).
−Removed: Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B common stock of one or more Groups are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.
−Removed: In connection with an Accretive Event with respect to a Group, Mr.
−Removed: Malone or the JM Trust will be required to exchange with the Company shares of Series B common stock of such Group (“Exchanged Group Series B Shares”) for an equal number of shares of Series C common stock of the same Group so as to maintain Mr.
−Removed: Malone’s voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.
−Removed: In connection with a Dilutive Event with respect to a Group, Mr.
−Removed: Malone and the JM Trust may exchange with the Company shares of Series C common stock of a Group for an equal number of shares of Series B common stock of the same Group equal to the lesser of (i) the number of shares of Series B common stock of the same Group which would maintain Mr.
−Removed: Malone’s voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power and (ii) the number of Exchanged Group Series B Shares at such time, on the terms and subject to the conditions of the Exchange Agreement.
+Added: Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B common stock are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.
+Added: In connection with an Accretive Event, Mr.
+Added: Malone or the JM Trust will be required to exchange with the Company shares of Series B Liberty Formula One common stock (“Exchanged Series B Shares”) for an equal number of shares of Series C Liberty Formula One common stock so as to maintain Mr.
+Added: Malone’s voting power as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.
+Added: In connection with a Dilutive Event, Mr.
+Added: Malone and the JM Trust may exchange with the Company shares of Series C Liberty Formula One common stock for an equal number of shares of Series B Liberty Formula One common stock equal to the lesser of (i) the number of shares of Series B Liberty Formula One common stock which would maintain Mr.
+Added: Malone’s voting power as close as possible to, without exceeding, the Target Voting Power and (ii) the number of
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: Exchanged Series B Shares at such time, on the terms and subject to the conditions of the Exchange Agreement.
In a Voting Power Exchange, the Company will be required to exchange with Mr.
−Removed: Malone and the JM Trust shares of Series B common stock of either Group on a one -for- one basis for shares of Series C common stock of the same Group, with the maximum number of shares of Series B common stock to be delivered to Mr.
−Removed: Malone or the JM Trust equal to the number of Exchanged Group Series B Shares at such time that may be delivered without resulting in Mr.
+Added: Malone and the JM Trust shares of Series B Liberty Formula One common stock on a one -for- one basis for shares of Series C Liberty Formula One common stock, with the maximum number of shares of Series B Liberty Formula One common stock to be delivered to Mr.
+Added: Malone or the JM Trust equal to the number of Exchanged Series B Shares at such time that may be delivered without resulting in Mr.
Malone’s aggregate voting power in the Company exceeding the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.
−Removed: As of December 31, 2024, there have been no exchanges of the Company’s shares pursuant to the Exchange Agreement.
−Removed: Chairman’s Employment Agreement
+Added: On December 8, 2025, pursuant to the Exchange Agreement, Mr.
+Added: Malone exchanged with the Company 47,297 shares of Series B Liberty Formula One common stock for an equivalent number of shares of Series C Liberty Formula One common stock.
+Added: However, at this time, and as a result of his resignation from the board of the Company, no further exchanges to maintain the Target Voting Power are expected to be completed under the Exchange Agreement.
+Added: Malone’s Employment Agreement
On December 12, 2008, the Committee determined to modify its employment arrangements with Mr.
Malone, to permit Mr.
−Removed: Malone to begin receiving payments in 2009 while he remains employed by the Company (instead of following
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: his termination) in satisfaction of Liberty’s obligations to him under two deferred compensation plans and a salary continuation plan.
+Added: Malone to begin receiving payments in 2009 while he remains employed by the Company (instead of following his termination) in satisfaction of Liberty’s obligations to him under two deferred compensation plans and a salary continuation plan.
Under one of the deferred compensation plans (the “ 8 % Plan”), compensation has been deferred by Mr.
11 unchanged sentences
Interest ceased to accrue under his salary continuation plan once the payment began.
+Added: Effective January 1, 2026, Mr.
+Added: Malone became Liberty’s Chairman Emeritus.
+Added: Malone remains an employee of the Company and therefore the terms of Mr.
+Added: Malone’s employment agreement as our former Chairman apply to his role as our Chairman Emeritus.
+Added: New Chairman of the Board
+Added: Effective January 1, 2026, Robert R.
+Added: Bennett was appointed as Chairman of the Board of the Company (the “New Chairman”).
+Added: See note 12 for the grant made to the New Chairman during the year ended December 31, 2025.
(12) Stock-Based Compensation
−Removed: Liberty—Incentive Plans
Liberty grants Awards to certain of its directors, employees and employees of its subsidiaries.
1 unchanged sentence
The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
Pursuant to the Liberty Media Corporation 2022 Omnibus Incentive Plan (the “2022 Plan”), the Company may grant Awards in respect of approximately 12.3 million shares of Series A, Series B and Series C Liberty Media Corporation common stock plus the shares remaining available for Awards under the prior Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”), as of close of business on May 24, 2022, the effective date of the 2022 Plan.
2 unchanged sentences
Liberty issues new shares upon exercise of equity awards.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: Liberty—Grants of Awards
+Added: Grants of Awards
Options granted in 2025, 2024 and 2023 are summarized as follows:
1 unchanged sentence
Series C Liberty Formula One common stock, Liberty employees and directors (1)
−Removed: Series C Liberty Formula One common stock, former CEO (2)
+Added: Series C Liberty Formula One common stock, Liberty CEO (2)
Series C Liberty Formula One common stock, subsidiary employees (3)
−Removed: Series C Liberty Live common stock, Liberty employees and directors (1)
−Removed: Series C Liberty Live common stock, former CEO (4)
+Added: Series B Liberty Formula One common stock, New Chairman (4)
Series C Liberty Braves common stock, Liberty employees and directors (1)
−Removed: Series C Liberty Braves common stock, former CEO (2)
(1) Mainly vests between one and three years for employees and in one year for directors.
−Removed: (2) Grants made in March 2022 cliff vested in December 2022.
−Removed: See discussion in note 12 regarding the compensation agreement with the Company’s former CEO.
+Added: (2) Grants vest ratably between one and five years .
+Added: Grants were made in connection with the CEO’s employment arrangement, as disclosed in note 11.
+Added: (3) Grant made in 2025 vests equally over five years .
Grants made in 2024 and 2023 mainly vested in equal quarterly installments over one year .
−Removed: (4) Grant made in March 2024 cliff vested in December 2024.
−Removed: See discussion in note 12 regarding the compensation agreement with the Company’s former CEO.
−Removed: In addition to the stock option grants to the former CEO, and in connection with his employment agreement, the Company granted PRSUs.
−Removed: During the years ended December 31, 2024 and 2023, the Company granted 88 thousand and 81 thousand PRSUs of Series C common stock of Liberty Formula One, respectively, and 31 thousand PRSUs of Series C common stock of Liberty Braves during the year ended December 31, 2023 to the former CEO.
−Removed: Such PRSUs had a GDFV of $ 72.05 per share and $ 75.12 per share, respectively, and $ 34.44 per share, and 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 compensation committee.
+Added: (4) Grant vests equally over five years .
+Added: The Company granted 178 thousand time-based RSUs of Series C Liberty Formula One common stock to our CEO during the year ended December 31, 2025.
+Added: The RSUs had a weighted average GDFV of $ 94.11 per share and cliff vest on December 15, 2029.
+Added: The Company granted PRSUs to the former CEO in connection with his employment agreement.
+Added: During the years ended December 31, 2024 and 2023, the Company granted 88 thousand and 81 thousand PRSUs of Series C Liberty Formula One common stock, respectively, and 31 thousand PRSUs of Series C Liberty Braves common stock during the year ended December 31, 2023 to the former CEO.
+Added: Such PRSUs had a GDFV of $ 72.05 per share and $ 75.12 per share, respectively, and $ 34.44 per share, and cliff vested one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the Committee.
Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized.
1 unchanged sentence
The value of the grant is re-measured at each reporting period.
−Removed: The Company did not grant any options to purchase shares of Series A or Series B Liberty Formula One or Liberty Live common stock during the year ended December 31, 2024.
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: The Company did not grant any options to purchase shares of Series A Liberty Formula One common stock during the year ended December 31, 2025.
The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model.
3 unchanged sentences
The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
The following table presents the ranges of volatilities used by the Company in the Black-Scholes Model for its stock option grants.
−Removed: Liberty—Outstanding Awards
−Removed: The following tables present the number and weighted average exercise price (“WAEP”) of options to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
+Added: Outstanding Awards
+Added: The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.
Liberty Formula One
5 unchanged sentences
Exercisable at December 31, 2025
−Removed: Options (000's)
−Removed: (in millions)
−Removed: Outstanding at January 1, 2024
−Removed: Forfeited/Cancelled
−Removed: Outstanding at December 31, 2024
−Removed: Exercisable at December 31, 2024
−Removed: As of December 31, 2024, there were no outstanding Series A or Series B options to purchase shares of Series A or Series B Liberty Formula One common stock or Liberty Live common stock.
+Added: As of December 31, 2025, 400 thousand options of Series B Liberty Formula One common stock remained outstanding at an exercise price of $ 85.09 , a remaining contractual life of 6.9 years and an intrinsic value of $ 1.2 million.
+Added: None of these options were exercisable as of December 31, 2025.
+Added: As of December 31, 2025, there were no outstanding options to purchase shares of Series A Liberty Formula One common stock.
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
3 unchanged sentences
Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 2.3 years.
−Removed: As of December 31, 2024, 4.1 million and 1.2 million shares of Series C Liberty Formula One and Liberty Live common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.
−Removed: Liberty—Exercises
+Added: As of December 31, 2025, 3.9 million shares of Series B and Series C Liberty Formula One common stock were reserved for issuance under exercise privileges of outstanding stock options.
The aggregate intrinsic value of all options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 66 million, $ 106 million and $ 41 million, respectively.
−Removed: Liberty—Restricted Stock and Restricted Stock Units
−Removed: The Company had approximately 250 thousand and 60 thousand unvested RSAs and RSUs of Liberty Formula One and Liberty Live common stock, respectively, held by certain directors, officers and employees of the Company as of December 31, 2024.
−Removed: These Series C unvested RSAs and RSUs of Liberty Formula One and Liberty Live common stock had a weighted average GDFV of $ 71.45 per share and $ 41.88 per share, respectively.
−Removed: The aggregate fair value of all RSAs and RSUs of Liberty common stock that vested during the years ended December 31, 2024, 2023 and 2022 was $ 20 million, $ 7 million and $ 14 million, respectively.
+Added: Restricted Stock and Restricted Stock Units
+Added: The Company had approximately 387 thousand unvested RSUs of Liberty Formula One common stock held by certain directors, officers and employees of the Company as of December 31, 2025.
+Added: These Series C unvested RSUs of Liberty Formula One common stock had a weighted average GDFV of $ 91.39 per share.
+Added: The aggregate fair value of all RSAs and RSUs of Liberty Formula One common stock that vested during the years ended December 31, 2025, 2024 and 2023 was $ 19 million, $ 17 million and $ 7 million, respectively.
(13) Employee Benefit Plans
15 unchanged sentences
Other comprehensive earnings (loss) attributable to Liberty stockholders
+Added: Split-Off of Liberty Sirius XM Holdings
Balance at December 31, 2024
Other comprehensive earnings (loss) attributable to Liberty stockholders
−Removed: Split-Off of Liberty Sirius XM Holdings
+Added: Split-Off of Liberty Live Holdings
Balance at December 31, 2025
5 unchanged sentences
Foreign currency translation adjustments
−Removed: Recognition of previously unrealized (gains) losses on debt
Other comprehensive earnings (loss) from continuing operations
2 unchanged sentences
Foreign currency translation adjustments
−Removed: Recognition of previously unrealized (gains) losses on debt
Other comprehensive earnings (loss) from continuing operations
Year ended December 31, 2023:
−Removed: Unrealized holding gains (losses) arising during period
Credit risk on fair value debt instruments gains (losses)
3 unchanged sentences
(15) Commitments and Contingencies
−Removed: In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters.
+Added: Concorde Agreement
+Added: The 2021 Concorde Agreement provided, among other things, for the participation of the teams in the F1 Championship and provided for Formula 1 to make certain prize fund payments to the teams.
+Added: The 2021 Concorde Agreement expired on December 31, 2025 and was made up of two separate documents:
+Added: (a) the 2021 Concorde
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: Commercial Agreement between Formula 1 and each of the teams;
+Added: and (b) the 2021 Concorde Governance Agreement between Formula 1, the FIA and each of the Formula 1 Teams.
+Added: In March 2025, Formula 1 paid a total of $ 50 million to the 10 teams currently competing in the F1 Championship as an incentive for signing the 2026 Concorde Commercial Agreement.
+Added: The $ 50 million one-time payment to the teams is excluded from Adjusted OIBDA (as defined below) for the year ended December 31, 2025.
+Added: The 2026 Concorde Commercial Agreement addresses arrangements between Formula 1 and the teams for the F1 Championship seasons covering the period 2026 to 2030, and expires on December 31, 2030.
+Added: In December 2025, Formula 1, the FIA and the Formula 1 Teams entered into the 2026 Concorde Governance Agreement for the same period.
+Added: In connection with agreements for the sale of assets by the Company or its subsidiaries, the Company may retain liabilities that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters.
The Company generally indemnifies the purchaser in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company.
17 unchanged sentences
(16) Information About Liberty’s Operating Segments
−Removed: The Company, through its ownership interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries.
−Removed: The Company identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets and (B) those equity method affiliates whose share of earnings (losses) represent 10% or more of the Company’s annual pre-tax earnings (loss).
−Removed: Liberty’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to the Company’s reportable segments based on financial measures such as revenue, operating expenses (including team payments and other cost of revenue), selling, general and administrative expenses, and Adjusted OIBDA (as defined below).
−Removed: 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 and impairment charges.
+Added: The Company, through its ownership interests in subsidiaries and other companies, is primarily engaged in the motorsport and live entertainment industries.
+Added: The Company identifies its reportable segments as (A) those consolidated subsidiaries that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings (losses) represent 10% or more of the Company’s annual pre-tax earnings (loss).
+Added: Liberty’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to the Company’s reportable segments based on financial measures such as revenue, operating
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
+Added: expenses (including team payments and other cost of revenue), selling, general and administrative expenses, and Adjusted OIBDA.
+Added: For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges.
The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends.
In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance.
−Removed: 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.
+Added: This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP.
Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP.
The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
−Removed: Formula 1, a reportable segment, is a global motorsports business that holds exclusive commercial rights with respect to the World Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship.
−Removed: The World Championship takes place on various circuits with a varying number of events taking place in different countries around the world each season.
−Removed: Formula 1 is responsible for the commercial exploitation and development of the World Championship as well as various aspects of its management and administration.
−Removed: As of December 31, 2024, Live Nation met the Company’s reportable segment threshold for equity method affiliates.
−Removed: See note 7 for segment disclosures related to Live Nation.
+Added: The Company has identified the following subsidiaries as its reportable segments:
+Added: ● Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the F1 Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship.
+Added: The F1 Championship takes place on various circuits with a varying number of Formula 1 Events taking place in different countries around the world each season.
+Added: Formula 1 is responsible for the commercial exploitation and development of the F1 Championship as well as various aspects of its management and administration.
+Added: ● MotoGP is a global motorsports business that holds exclusive commercial rights with respect to the MotoGP Championship and other motorcycle racing championships.
+Added: The MotoGP Championship is comprised of a varying number of events taking place in different countries around the world each season.
The Company’s reportable segments are strategic business units that offer different products and services.
1 unchanged sentence
The significant accounting policies of the segments are the same as those described in the Company’s summary of significant policies.
+Added: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: December 31, 2025, 2024 and 2023
Performance Measures
1 unchanged sentence
Corporate and
+Added: segments total
amounts in millions
Operating expenses
−Removed: Team payments
+Added: Team payments, excluding Concorde incentive payments
Other cost of revenue
−Removed: Other operating expenses
−Removed: Total operating expenses
Selling, general and administrative, excluding stock-based compensation
6 unchanged sentences
Other cost of revenue
−Removed: Other operating expenses
−Removed: Total operating expenses
Selling, general and administrative, excluding stock-based compensation
Adjusted OIBDA
−Removed: LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: December 31, 2024, 2023 and 2022
Year ended December 31, 2023
4 unchanged sentences
Other cost of revenue
−Removed: Other operating expenses
−Removed: Total operating expenses
Selling, general and administrative, excluding stock-based compensation
Adjusted OIBDA
−Removed: Other Information
−Removed: December 31, 2024
−Removed: December 31, 2023
−Removed: in affiliates
−Removed: in affiliates
−Removed: amounts in millions
−Removed: Formula One Group
−Removed: Corporate and other
−Removed: Intergroup elimination
−Removed: Total Formula One Group
−Removed: Liberty Live Group
−Removed: Corporate and other
−Removed: Total Liberty Live Group
−Removed: Assets of discontinued operations
−Removed: Consolidated Liberty
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: amounts in millions
+Added: Corporate and other
+Added: Assets of discontinued operations
The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) from continuing operations before income taxes:
4 unchanged sentences
Depreciation and amortization
+Added: Concorde incentive payments
Impairment and acquisition costs
1 unchanged sentence
Interest expense
−Removed: Share of earnings (losses) of affiliates, net
Realized and unrealized gains (losses) on financial instruments, net
5 unchanged sentences
amounts in millions
−Removed: United States
United Kingdom
−Removed: Long-lived Assets by Geographic Area
−Removed: amounts in millions
United States
−Removed: United Kingdom
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, 2024 and 2023
+Added: Long-lived Assets by Geographic Area
+Added: amounts in millions
+Added: United States
+Added: United Kingdom
(17) Quarterly Financial Information (unaudited)
+Added: The retrospective presentation of discontinued operations related to the Liberty Live Split-Off, as described in note 2, resulted in material changes to previously reported quarterly financial information.
+Added: The following tables summarize the effects of the discontinued operations presentation on the Company’s quarterly financial information.
amounts in millions, except per share amounts
6 unchanged sentences
Net earnings (loss) from discontinued operations attributable to Liberty stockholders:
−Removed: Liberty SiriusXM common stock
+Added: Liberty Live common stock
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:
2 unchanged sentences
Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
−Removed: Liberty SiriusXM common stock
+Added: Liberty Live common stock
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share:
2 unchanged sentences
Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
−Removed: Liberty SiriusXM common stock
+Added: Liberty Live common stock
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
8 unchanged sentences
Liberty Live common stock
−Removed: Liberty SiriusXM common stock
−Removed: Liberty Braves common stock
Net earnings (loss) from discontinued operations attributable to Liberty stockholders:
+Added: Liberty Live common stock
Liberty SiriusXM common stock
2 unchanged sentences
Liberty Live common stock
−Removed: Liberty SiriusXM common stock
−Removed: Liberty Braves common stock
Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
+Added: Liberty Live common stock
Liberty SiriusXM common stock
2 unchanged sentences
Liberty Live common stock
−Removed: Liberty SiriusXM common stock
−Removed: Liberty Braves common stock
Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share:
+Added: Liberty Live common stock
Liberty SiriusXM common stock
19 unchanged sentences
(i) All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto.
−Removed: (ii) The audited consolidated financial statements of Live Nation Entertainment, Inc.
−Removed: as of December 31, 2024 and 2023, and for each of the years ended December 31, 2024, 2023 and 2022, as well as the accompanying notes thereto and the Report of Independent Registered Public Accounting Firm, are contained in Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 and are incorporated herein by reference as Exhibit 99.2.
(a)(3) Exhibits
10 unchanged sentences
001-35707) (the “April 2024 8-K”)).
+Added: Reorganization Agreement, dated as of December 14, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc.
+Added: (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed by the Registrant on December 15, 2025 (File No.
+Added: 001-35707) (the “December 2025 8-K”)).
3—Articles of Incorporation and Bylaws:
3 unchanged sentences
4—Instruments Defining the Rights of Securities Holders, including Indentures:
−Removed: Specimen certificate for shares of the Registrant’s Series A Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.7 to the 2023 Form S-4 .
−Removed: Specimen certificate for shares of the Registrant’s Series B Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.8 to the 2023 Form S-4).
−Removed: Specimen certificate for shares of the Registrant’s Series C Liberty Live common stock, par value $.01 per share (incorporated by reference to Exhibit 4.9 to the 2023 Form S-4).
Specimen certificate for shares of the Registrant’s Series A Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.4 to the 2023 Form S-4).
1 unchanged sentence
Specimen certificate for shares of the Registrant’s Series C Liberty Formula One common stock, par value $.01 per share (incorporated by reference to Exhibit 4.6 to the 2023 Form S-4).
−Removed: Indenture dated as of October 17, 2013 among the Registrant, as issuer, and U.S.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on November 5, 2013 (File No.
−Removed: Supplemental Indenture, dated as of April 15, 2016, among the Registrant , as issuer, and U.S.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Amendment No.
−Removed: 1 to the Registrant’s Form 8-K filed on April 20, 2016 (File No.
−Removed: Second Supplemental Indenture, dated as of August 3, 2023, among the Registrant, as issuer, and U.S.
−Removed: Bank Trust Company, National Association (as successor to U.S.
−Removed: Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the August 2023 8-K).
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
2 unchanged sentences
Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015) (the “2013 Plan”) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No.
−Removed: Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 28, 2014 (File No.
−Removed: 001-35707) (the “2013 10-K”)).
−Removed: Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the 2013 10-K).
−Removed: Form of Non-Qualified Stock Option Agreement under the 2013 Plan granted to certain designated award recipients during 2016 and 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 1, 2018 (File No.
−Removed: 001-35707) (the “2017 10-K”)).
−Removed: Form of Non-Qualified Stock Option Agreement under the 2011 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 10.4 to Starz’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 23, 2012 (File No.
Liberty Media Corporation 2006 Deferred Compensation Plan (Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.9 to the 2015 10-K).
9 unchanged sentences
Fourth Amendment to Malone Employment Agreement effective January 1, 2009 (incorporated by reference to Exhibit 10.14 to the Liberty Interactive 2008 10-K).
+Added: Fifth Amendment to Malone Employment Agreement effective January 1, 2026.*
Liberty Media Corporation Nonemployee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015 (File No.
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.55 to the 2015 10-K).
−Removed: Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.56 to the 2015 10-K).
Liberty Media Corporation 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”) (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 20, 2017 (File No.
−Removed: Form of 2017 Term Option Agreement under the 2013 Incentive Plan (BATRK and FWONK) for Gregory B.
−Removed: Maffei (incorporated by reference to Exhibit 10.3 to the 2017 Third Quarter 10-Q).
−Removed: Form of 2017 Term Option Agreement under the 2013 Incentive Plan (LSXMK) for Gregory B.
−Removed: Maffei (incorporated by reference to Exhibit 10.4 to the 2017 Third Quarter 10-Q).
Letter Agreement between Liberty Interactive Corporation and t he Registrant relating to the Services Agreement dated September 23, 2011 (incorporated by reference to Exhibit 10.60 to the 2017 10-K).
1 unchanged sentence
Form of Amended and Restated Indemnification Agreement between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on May 9, 2019 (File No.
−Removed: Executive Employment Agreement, dated effective as of December 13, 2019, between t he Registrant and Gregory B.
−Removed: Maffei (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 19, 2019 (File No.
−Removed: 001-35707) (the “2019 8-K”)).
Form of Annual Option Award Agreement between t he Registrant and Gregory B.
Maffei (incorporated by reference to Exhibit 10.2 to the 2019 8-K).
−Removed: Form of Annual Performance-based Restricted Stock Unit Award Agreement between t he Registrant and Gregory B.
−Removed: Maffei (incorporated by reference to Exhibit 10.3 to the 2019 8-K).
Form of Upfront Award Agreement between t he Registrant and Gregory B.
Maffei under the Liberty Media Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the 2019 8-K).
−Removed: Form of First Amendment to Services Agreement, effective as of December 13, 2019, between t he Registrant and Qurate Retail, Inc., Liberty Broadband Corporation, GCI Liberty, Inc.
−Removed: and Liberty TripAdvisor Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 10.63 to the 2019 10-K).
Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for certain officers (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 (File No.
14 unchanged sentences
Morgan SE, as facility agent (incorporated by reference to Exhibit 10.2 to the 2024 Q3 10-Q).
+Added: 3rd Amendment Agreement, dated March 29, 2025, by and between Formula One Management Limited and J.P.
+Added: Morgan SE, as facility agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on May 7, 2025 (File No.
Amended and Restated First Lien Facilities Agreement, dated November 23, 2022, by and among Formula One Management Limited, J.P.
1 unchanged sentence
Letter Agreement, dated January 7, 2025 by and between the Registrant and Derek Chang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 8, 2025 (File No.
−Removed: Liberty Media Corporation Insider Trading Policy.*
+Added: TLA Incremental Facility Commitment Letter, dated July 1, 2025, by and among Formula One Management Limited, J.P.
+Added: Morgan SE, as facility agent, and other financial institutions party thereto (incorporated by reference to Exhibit 10.3 to the 2025 Q2 10-Q).
+Added: TLB Incremental Facility Commitment Letter, dated July 1, 2025, by and among Formula One Management Limited, J.P.
+Added: Morgan SE, as facility agent, and other financial institutions party thereto (incorporated by reference to Exhibit 10.4 to the 2025 Q2 10-Q).
+Added: Tax Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the December 2025 8-K).
+Added: Tax Sharing Agreement, dated as of September 9, 2024, by and between Liberty Media Corporation and Liberty Sirius XM Holdings Inc.
+Added: Form of Upfront/Sign-On Restricted Stock Units Agreement between the Registrant and Derek Chang.*
+Added: Form of 2025 Annual Option Award Agreement between the Registrant and Derek Chang.*
+Added: Form of Performance-based Restricted Stock Units Agreement under the Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended from time to time, for certain officers.*
+Added: Form of 2026-2029 Annual Option Award Agreement between the Registrant and Derek Chang.*
+Added: Form of Restricted Stock Units Agreement under the Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended from time to time, for certain officers.*
+Added: Form of Nonqualified Stock Option Agreement between the Registrant and Robert R.
+Added: Form of Nonqualified Stock Option Agreement under the Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors .
+Added: Form of Restricted Stock Units Agreement under the Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors.*
+Added: Amendment to Certain Nonqualified Stock Options and Restricted Stock Units Held by Derek Chang.*
+Added: Liberty Media Corporation Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (File No.
Subsidiaries of Liberty Media Corporation.*
Consent of KPMG LLP.*
−Removed: Consent of Ernst & Young LLP.*
Rule 13a-14(a)/15d-14(a) Certification.*
2 unchanged sentences
Liberty Media Corporation Clawback Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (File No.
−Removed: Unaudited Attributed Financial Information for Tracking Stock Groups.*
−Removed: Audited consolidated financial statements of Live Nation Entertainment, Inc.
−Removed: as of December 31, 2024 and 2023 and for each of the years ended December 31, 2024, 2023 and 2022 (incorporated by reference to Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.
−Removed: 001-32601), filed on February 21, 2025).
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.*
18 unchanged sentences
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.
+Added: /s/ Robert R.
Chairman of the Board and Director
6 unchanged sentences
Officer (Principal Financial Officer and Principal Accounting Officer)
−Removed: /s/ Robert R.
−Removed: Vice Chairman of the Board and Director
−Removed: February 27, 2025
/s/ Chase Carey
8 unchanged sentences
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.