What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-05 compared with 2025-01-30 · 72 added, 66 removed, 410 unchanged (25% of the section changed)

53 unchanged sentences

• manufacturers that build and distribute satellite radios;

• vendors that have designed or built, and vendors that support or operate, other important elements of our systems, including our satellites, marketing platforms, billing and payment processing, and the cloud-based systems we use;

• vendors that have designed, built or launched, and vendors that support or operate, other important elements of our systems, including our satellites, marketing platforms, billing and payment processing, and the cloud-based systems we use;

• companies that manufacture and sell integrated circuits for satellite radios;

52 unchanged sentences

Our ability to profitably attract and retain new subscribers to our SiriusXM service is uncertain.

A number of factors may affect our ability to attract and retain subscribers to our Sirius XM service.

A number of factors may affect our ability to attract and retain subscribers to our SiriusXM service.

The changing demographics of trialers to our service, such as the increase in “Millennial generation customers,” may increase the number of subscribers accustomed to consuming entertainment through ad-supported products.

9 unchanged sentences

Our business could be adversely affected if a number of automakers do not continue to include our SiriusXM service in their products or provide us with such data.

Automotive production and sales are dependent on many factors, including labor relations matters, the availability of vehicle components, national trade policies, consumer credit, general economic conditions, consumer confidence and fuel costs.

To the extent vehicle sales by automakers decline, or the penetration of factory-installed satellite radios in those vehicles is reduced, our satellite radio service may be adversely impacted.

Automotive production and sales are dependent on many factors, including labor relations matters, the availability of vehicle components, national trade policies including tariffs and other trade barriers, consumer credit, general economic conditions, consumer confidence and fuel costs.

Significant tariffs on imports from many countries including China, European Union countries, Japan, Canada and Mexico, could have a major impact on the price of auto parts, semi-finished products, components and raw materials and finished vehicles, resulting in declines of vehicle sales by automakers.

To the extent vehicle sales decline, or the penetration of factory-installed satellite radios in those vehicles is reduced, our satellite radio service may be adversely impacted.

Sales of pre-owned vehicles represent a significant source of new subscribers for our satellite radio service.

1 unchanged sentence

The continuing availability of this data is important, and the loss or additional restrictions on our use of such data may harm our revenue and business.

The imposition of tariffs by the United States government could have a major effect on the United States auto industry, upon which Sirius XM is dependent upon as a material source of new subscribers.

President Trump has announced plans to impose broad-based tariffs on imports from many countries, including China, countries of the European Union, Japan and even Mexico and Canada.

Significant tariffs on imports from European Union countries, Japan, Canada and Mexico, as have been proposed by President Trump, could have a major impact on the United States auto industry, which depends heavily on cross border trade.

New tariffs would likely affect retail auto prices in the United States, both directly and indirectly.

Tariffs would directly affect the price of finished vehicles.

More broadly, tariffs would have an indirect effect on the retail price of vehicles through its effect on auto parts, semi-finished products, components and raw materials.

The United States auto industry is reliant in large part on a worldwide supply chain, with dependencies on suppliers throughout the world.

New tariffs would also likely affect the costs of our chipsets, an essential element of satellite radios, and the satellite radio modules that are incorporated into vehicles by automakers.

It is impossible to predict with any precision the effects that new tariffs would have on the United States auto industry, and the resulting downstream effects on our Sirius XM business, although we expect the impact could be significant.

Failure of our satellites would significantly damage our business.

8 unchanged sentences

Components on several of our in-orbit satellites have failed, and from time to time we have experienced anomalies in the operation and performance of these satellites.

These failures and anomalies are expected to continue in the ordinary course, and we cannot predict if any of these possible future events will have a material adverse effect on our operations or the life of our existing in-orbit satellites.

In addition, we have entered into agreements for the construction and launch of three new satellites that are expected to be launched over the next three years, and material delays in the deployment of these satellites could be harmful to our business.

These failures and anomalies are expected to continue in the ordinary course, and we cannot predict if any of these possible future events will have a material adverse effect on our operations or the

life of our existing in-orbit satellites.

In addition, we have entered into agreements for the construction and launch of two new satellites that are expected to be launched over the next two years, and material delays in the deployment of these satellites could be harmful to our business.

Any material failure of our operating satellites could cause us to lose customers for our SiriusXM service and could materially harm our reputation and our operating results.

1 unchanged sentence

Additional information regarding our fleet of satellites is contained in the section entitled “Item 1.

Business - Satellites, Terrestrial Repeaters and Other Satellite Facilities” of this Annual Report on Form 10-K.

Business - Our Satellite Radio Systems” of this Annual Report on Form 10-K.

Our SiriusXM service may experience harmful interference from wireless operations.

52 unchanged sentences

We use this personal data to market our services and to enhance our advertising business.

Regulations and obligations on third party data providers may restrict or reduce the third party data we receive or in the manner in which we use such third party data.

Regulations and obligations on third party data providers may restrict or reduce the third party data we

receive or the manner in which we use such third party data.

We collect and use demographic, service usage, purchase history and other information from and about our listeners through interactions with our products and services and content over the internet.

14 unchanged sentences

These efforts may not be successful, and we may have to expend even greater resources in our compliance efforts.

In November 2024, a New York Court found that our cancellation practices violated the “simple mechanism requirement” for subscription cancellations in the federal Restore Online Shoppers’ Confidence Act (“ROSCA”).

As a result of the Court’s findings, we now permit New York residents who purchase a subscription online to also cancel that subscription online, a cancellation mechanism that is at least as easy to use as the method the consumer used to initiate the subscription.

The Federal Trade Commission has issued proposed rules that are scheduled to go into effect on May 15, 2025 that will require us on a nationwide basis to permit a purchaser of a subscription online to also cancel that subscription online.

As a result of the Court’s findings, we now permit New York residents who purchase a subscription online to also cancel that subscription online, a cancellation mechanism that we believe is at least as easy to use as the method the consumer used to initiate the subscription.

In addition, other governmental authorities have commenced investigations into our consumer practices, including the manner in which we allow consumers to cancel subscriptions to our services.

Modifications to consumer protection laws, including laws regarding the manner in which consumers can cancel our services as well as decisions by courts and administrative agencies interpreting these laws, could have an adverse impact on our ability to attract and retain subscribers and listeners to our services.

There can be no assurance that new laws or regulations will not be enacted or adopted, preexisting laws or regulations will not be more strictly enforced or that our operations will comply with all applicable laws, which could have an adverse impact on our operations and financial condition.

There can be no assurance that new laws or regulations will not be enacted or adopted, pre-existing laws or regulations will not be more strictly enforced or that our operations will comply with all applicable laws, which could have an adverse impact on our operations and financial condition.

Failure to comply with FCC requirements could damage our business.

8 unchanged sentences

Noncompliance by us with these requirements or other conditions or with other applicable FCC rules and regulations could result in fines, additional license conditions, license revocation or other detrimental FCC actions.

There is no guarantee that Congress will not modify the statutory framework governing our services, or that the FCC will not modify its rules and regulations in a manner that would have an adverse impact on our operations.

There is no guarantee

that Congress will not modify the statutory framework governing our services, or that the FCC will not modify its rules and regulations in a manner that would have an adverse impact on our operations.

We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services.

3 unchanged sentences

If we incur material costs, liability, or negative consumer reaction as a result of these occurrences, our business, financial condition and operating results could be adversely impacted.

Environmental, social and governance expectations and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse effects.

Many governments, regulators, investors, employees, customers and other stakeholders are focused on environmental, social and governance (or “ESG”) considerations, including climate change and greenhouse gas emissions;

human capital management, including diversity, equity and inclusion;

Increasing interest and expectations regarding sustainable business practices by our various stakeholders and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm and other adverse effects.

In recent years, there has been heightened interest from governments, regulators, investors, employees, customers and other stakeholders on sustainability matters (sometimes called “ESG” matters), including climate change and greenhouse gas emissions;

human capital management;

cybersecurity;

content moderation;

diversity and inclusion;

and human and civil rights.

Our reporting and disclosures in response to these expectations may require additional investments and reporting processes, introduce additional compliance risk, and depend in part on third-party performance or data that is outside our control.

Related initiatives, and implementation of these initiatives, also involve risks and uncertainties, and we cannot guarantee that we will achieve any announced environmental, social and governance objectives.

In addition, some stakeholders may disagree with our initiatives and objectives.

Any failure, or perceived failure, to further our initiatives, adhere to public statements, comply with federal or state ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and adversely affect our business, reputation, financial condition, and operations results.

Related initiatives, and implementation of these initiatives, also involve risks and uncertainties, and we cannot guarantee that we will make progress against or achieve any sustainability-related objectives that we have announced or may announce in the future.

Furthermore, more recently different stakeholder groups and the federal government have advocated divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived unfavorably by certain stakeholders.

In addition, a growing number of U.S.

states have enacted or proposed “anti-ESG” or “anti-diversity, equity, and inclusion” policies, legislation, initiatives or issued related legal opinions, and have engaged in related litigation regarding ESG matters.

Such outcomes could negatively impact our business, financial condition, results of operations, and cash flows.

Any failure, or perceived failure, to further our initiatives, adhere to public statements, comply with federal or state sustainability laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and adversely affect our business, reputation, financial condition, and operations results.

Risks Associated with Data and Cybersecurity and the Protection of Consumer Information

4 unchanged sentences

We may be unable to anticipate or prevent unauthorized access to data pertaining to our customers, including credit card and debit card information and other personally identifiable information.

Our services, which

are supported by our own systems and those of third-party vendors, could be subject to computer malware and attacks as well as to catastrophic events (such as fires, floods, hurricanes, or tornadoes), any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information.

If we fail to protect the security of personal information about our customers or if an actual or perceived breach of security occurs on our systems or a vendor’s systems, we could be exposed to costly government enforcement actions and private litigation and our reputation could suffer.

We may also be required to expend significant resources to address these problems, including notification under various data privacy regulations, and our reputation and operating results could suffer.

Our services, which are supported by our own systems and those of third-party vendors, could be subject to computer malware and attacks as well as to catastrophic events (such as fires, floods, hurricanes, or tornadoes), any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personally identifiable information.

If an actual or perceived breach of security occurs on our systems or a vendor’s systems, we could be exposed to costly government enforcement actions and private litigation and our reputation could suffer.

We may also be required to expend significant resources to address these problems, including notification under various data privacy regulations, and our operating results could suffer.

In addition, our subscribers and listeners, as well as potential customers, could lose confidence in our ability to protect their personal information, which could cause them to discontinue or forego the use of our services.

1 unchanged sentence

Such events could adversely affect our results of operations.

The costs of maintaining adequate protection against such threats as they develop in the future (or as legal requirements related to data security increase) could be material.

Further, the costs of maintaining adequate protection against such threats as they develop in the future (or as legal requirements related to data security increase) could be material.

In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our employees, contractors or other agents.

Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery,

or other forms of deceit.

We may not be able to effectively control the unauthorized actions of third parties who may have access to the data we collect.

2 unchanged sentences

Additionally, we have increased our monitoring capabilities to enhance early detection and timely response to potential security anomalies.

The cyber security measures we have implemented, however, may not be sufficient to prevent all possible attacks and may be vulnerable to hacking, employee error, ransom attacks, malfeasance, system error, faulty password management, social engineering or other irregularities.

However, the cyber security measures we have implemented may not be sufficient to prevent all possible attacks and may be vulnerable to hacking, employee error, ransom attacks, malfeasance, system error, faulty password management, social engineering or other irregularities.

Further, the development and maintenance of these measures are costly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated.

1 unchanged sentence

We incorporate various artificial intelligence (“AI”) solutions into our digital infrastructure, services, offerings and features, and these applications are becoming important in our operations.

We have not established definitive policies regarding the use of AI platforms and algorithms in our business and with our data and information, and we do not have systems in place that inventory all of the AI-based applications that may be in use in our enterprise.

Our competitors or other third parties may incorporate AI into their products and operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

We have general policies regarding the use of AI platforms in our business and seek to monitor the use of AI based applications throughout our enterprise.

However, such measures may not eliminate the risks related to the use of AI in our business.

Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, biased or in violation of third parties’ intellectual property rights, our business, reputation, financial condition, and results of operations could be adversely affected.

2 unchanged sentences

AI also presents emerging ethical issues, such as the proper use of copyrighted material with AI applications, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI, including the government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

The rapid evolution of AI, including the government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI in a manner that minimizes unintended, harmful impacts.

Regulations related to AI may also impose on us certain obligations and costs related to monitoring and compliance.

Regulators are increasing scrutiny and considering, and in some cases enacting, regulation of the use of AI, including regarding the use of “big data,” diligence of data sets and oversight of data vendors.

The use of AI by us and others may require compliance with legal and regulatory frameworks that are not fully developed or tested, and we may face litigation and regulatory actions related to our use of AI.

Interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business.

2 unchanged sentences

Although we have implemented practices designed to maintain the availability of the information technology and service delivery systems we rely on and mitigate the harm of any unplanned interruptions, we cannot anticipate all eventualities.

We occasionally experience unplanned outages or

technical difficulties.

We occasionally experience unplanned outages or technical difficulties.

We could also experience loss of data or processing capabilities, which could cause us to lose customers and could harm our reputation and operating results.

3 unchanged sentences

Our data centers and our information technology and communications systems are vulnerable to damage or interruption from natural disasters, malicious attacks, fire, power loss, telecommunications failures, computer viruses or other attempts to harm our systems.

The occurrence of any of these events could result in interruptions in our services and unauthorized access to, or alteration of, the content and data contained on our systems and that these third party vendors store and deliver on our behalf.

The occurrence of any of these events could result in interruptions in our services and unauthorized access

to, or alteration of, the content and data contained on our systems and that these third-party vendors store and deliver on our behalf.

Damage or interruption to data centers and information technology and communications centers could expose us to data loss or manipulation, disruption of service, monetary and reputational damages, competitive disadvantage and significant increases in compliance costs and costs to improve the security and resiliency of our computer systems.

18 unchanged sentences

Under the terms of the Copyright Royalty Board’s existing decision governing sound recording royalties for satellite radio, we are required to pay a royalty based on our gross revenues associated with our satellite radio service, subject to certain exclusions, of 15.5% per year through December 31, 2027.

A proceeding to determine sound recording royalties for satellite radio for the period beginning January 1, 2028 and ending December 31, 2032, has been noticed.

As discussed above under the caption Item 1.

Business – Copyrights to Programming – Sound Recordings, in January 2024, the CRB commenced a rate setting proceeding covering the statutory license for non-interactive streaming services for the period from January 1, 2026 through December 31, 2030.

Significant increases in royalty rates may materially impact our business, operating results, and financial condition.

Our Pandora services depend upon maintaining complex licenses with copyright owners, and these licenses contain onerous terms.

5 unchanged sentences

Competition for Pandora’s services are primarily offered by entities that provide music and entertainment services as a small part of a larger business, such as Apple, Google, Amazon and YouTube.

These competitors have the ability to bear these onerous economic provisions to a much

greater extent than our Pandora business.

These competitors have the ability to bear these onerous economic provisions to a much greater extent than our Pandora business.

We have not been able to negotiate or obtain lower royalty rates under these direct licenses.

1 unchanged sentence

We may not be in compliance with the terms of these licenses, which could result in the loss of some or all of these licenses and some or all of the rights they convey.

Similarly, many of these licenses provide that if the licensor loses rights in a portion of the content licensed under the agreement, that content may be removed from the license going-forward.

Similarly, many of these licenses provide that

if the licensor loses rights in a portion of the content licensed under the agreement, that content may be removed from the license going-forward.

If Pandora fails to maintain these direct licenses, or if rights to certain music were no longer available under these licenses, then we may have to remove the affected music from Pandora’s services, or discontinue certain interactive features for such music, and it might become commercially impractical for us to operate Pandora Premium, Pandora Plus or certain features of our advertising-supported service.

30 unchanged sentences

Sirius XM Holdings is a holding company, and its assets consist of its investments in its subsidiaries, including Sirius XM Inc.

and Sirius XM Radio.

As a holding company, our ability to meet our financial obligations (including assumed liabilities in connection with the Transactions) to third parties is dependent upon our available cash balances, distributions from subsidiaries and other investments and proceeds from any asset sales.

Further, our ability to receive dividends or payments or advances from our subsidiaries’ businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they are or may become subject and the terms of their indebtedness (including the restrictive covenants contained in Sirius XM Radio’s credit agreement and indentures) and any additional debt they may incur in the future.

and Sirius XM Radio LLC.

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

Further, our ability to receive dividends or payments or advances from our subsidiaries’ businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they are or may become subject and the terms of their indebtedness (including the restrictive covenants contained in Sirius XM Radio LLC’s credit agreement and indentures) and any additional debt they may incur in the future.

Accordingly, our ability to make payments to third parties and to otherwise meet our financial obligations at the holding company level may be constricted.

7 unchanged sentences

• may limit our and our subsidiaries’ flexibility in planning for, or reacting to, changes in our business and the audio entertainment industry.

In addition, Sirius XM Radio’s borrowings under its Senior Secured Revolving Credit Facility, including the Incremental Term Loan, carry a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”).

Sirius XM Radio may, in the future, hedge against interest rate fluctuations by using hedging instruments such as swaps, caps, options, forwards, futures or other similar products.

In addition, Sirius XM Radio LLC’s borrowings under its Senior Secured Revolving Credit Facility (the “Credit Facility”), including the Incremental Term Loan (the “Delayed Draw Incremental Term Loan”), carry a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”).

Sirius XM Radio LLC may, in the future, hedge against interest rate fluctuations by using hedging instruments such as swaps, caps, options, forwards, futures or other similar products.

These instruments may be used to selectively manage risks, but there can be no assurance that we will be fully protected against material interest rate fluctuations.

7 unchanged sentences

If additional funds are raised through the issuance of equity securities, our stockholders may experience significant dilution.

If we are unable to obtain sufficient liquidity in the future, we may be unable to continue to develop our

business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to obtain sufficient liquidity in the future, we may be unable to continue to develop our business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to the Transactions

7 unchanged sentences

Further, the Tax Sharing Agreement requires us to indemnify Liberty Media for any taxes or losses (subject to certain exceptions) incurred by Liberty Media (or its subsidiaries) to the extent that such taxes and losses (a) result primarily from, individually or in the aggregate, the breach of certain covenants made by us (applicable to actions or failures to act by us and our subsidiaries following the completion of the Split-Off), (b) result primarily from, individually or in the aggregate, the failure of certain representations made by us in support of the opinion of Skadden Arps regarding the generally tax-free status of the transactions associated with the Split-Off to be true and correct, or (c) result from the application of Section 355(e) of the Code to the Split-Off as a result of the treatment of the Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in our stock (or any successor corporation).

Under Section 355(e) of the Code, an acquisition of our stock would generally be presumed to be part of a plan (or series of related transactions) with the Split-Off if such acquisition occurs within two years before or after the Split-Off (or if such stock is received in the Split-Off in exchange for Liberty SiriusXM common stock that was acquired within the two years before the Split-Off).

Management’s Discussion and Analysis of Financial Condition and Results of Operations) that was acquired within the two years before the Split-Off).

This presumption, however, may be rebutted based upon an analysis of the facts and circumstances related to the Split-Off and the particular acquisition in question, including a weighing of certain plan and non-plan factors set forth in U.S.

3 unchanged sentences

In light of the Tax Sharing Agreement and the requirements under Section 355 of the Code, including the factors and safe harbors described above, we may determine to forgo certain transactions that might otherwise be advantageous.

In particular, we may determine to continue to operate certain of our business operations for the foreseeable future even if a sale of such business operations might otherwise be advantageous.

particular, we may determine to continue to operate certain of our business operations for the foreseeable future even if a sale of such business operations might otherwise be advantageous.

Moreover, we might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions and other strategic transactions, for some period of time following the Split-Off.

3 unchanged sentences

The assets of SplitCo were conveyed to us on an “as is, where is” basis, and while Liberty Media is subject to certain indemnification obligations in favor of us, these are generally limited to indemnification for certain indemnifiable losses to the extent arising out of, relating to or in connection with the businesses, assets and liabilities retained by Liberty Media (or any third party claims related thereto) or any breach or failure to perform or comply with any covenant, undertaking or obligation of Liberty Media or its subsidiaries (other than us or our subsidiaries).

Furthermore, there are no remedies available to the parties with respect to any breach of representations of the parties to the Merger Agreement, except for certain rights the party may have under applicable law to bring a claim for fraud or willful breach of the Merger Agreement.

Furthermore, there are no remedies available to the parties to the Merger Agreement with respect to any breach of representations of such parties, except for certain rights the party may have under applicable law to bring a claim for fraud or willful breach of the Merger Agreement.

As a result, we bear full responsibility for any and all assets and liabilities of SplitCo.

4 unchanged sentences

Malone and members of the board of directors of Old Sirius relating to the Transactions.

The plaintiffs allege that the Transaction was unfair to minority stockholders and unduly favored Liberty Media because, among other things:

The plaintiffs allege that the Transactions were unfair to minority stockholders and unduly favored Liberty Media because, among other things:

we have taken on tax liabilities;

we have assumed Liberty Media’s debt;

and the transaction enabled Liberty Media to appoint a majority of our board of directors with staggered terms to give Liberty Media at least three years of board-level control.

The plaintiffs also allege that the Transactions closed a multi-billion-dollar valuation gap between the price at which the LSXM shares traded in the market and the net asset value of the underlying assets those LSXM shares “tracked,” which solely benefited Liberty Media stockholders, and that the Special Committee failed to negotiate a fair exchange ratio in light of these benefits to Liberty Media.

and the Transactions enabled Liberty Media to appoint a majority of our board of directors with staggered terms to give Liberty Media at least three years of board-level control.

The plaintiffs also allege that the Transactions closed a multi-billion-dollar valuation gap between the price at which the Liberty SiriusXM common stock traded in the market and the net asset value of the underlying assets the Liberty SiriusXM common stock “tracked,” which solely benefited Liberty Media stockholders, and that the Special Committee failed to negotiate a fair exchange ratio in light of these benefits to Liberty Media.

Even if such lawsuit, and future lawsuits relating to the Transactions, are without merit or resolved in our favor, defending against these claims may result in substantial costs and divert management time and resources from other potentially beneficial business opportunities.

15 unchanged sentences

These provisions in our amended and restated charter and amended and restated bylaws may discourage, delay or prevent a change in control that a stockholder may consider favorable.

We have directors associated with Liberty Media, which may lead to conflicting interests.

Maffei, a senior advisor to Liberty Media, also serves as the Chairman of our board of directors.

Evan Malone, a director of Liberty Media, also serves as a member of our board of directors.

The members of our board of directors have fiduciary duties to our stockholders.

Such persons also have fiduciary duties to Liberty Media’s stockholders.

Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting their respective companies.

For example, there may be the potential for a conflict of interest if any conflict arises under the Tax Sharing Agreement or when we or Liberty Media look at acquisitions and other corporate opportunities that may be suitable for each of them.

Moreover, our Chairman of the board of directors and certain other directors may continue to own Liberty Media common stock, restricted stock units and options to purchase Liberty Media common stock.

We have directors associated or previously associated with Liberty Media, which may lead to conflicting interests.

The members of our board of directors owe fiduciary duties to our stockholders.

Evan Malone, a member of our board of directors, also serves as a director of Liberty Media and, as such, also owes fiduciary duties to Liberty Media’s stockholders.

Therefore, Mr.

Malone may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting Liberty Media.

Moreover, our Chairman of the board of directors, Gregory B.

Maffei, who is a former president, chief executive officer and director of Liberty Media, and certain other of our directors may continue to own Liberty Media common stock, restricted stock units and options to purchase Liberty Media common stock.

These ownership interests could create, or appear to create, potential conflicts of interest when these individuals are faced with decisions that could have different implications for us or Liberty Media.

19 unchanged sentences

The unfavorable outcome of pending or future litigation and mass arbitrations could have an adverse impact on our operations and financial condition.

We are parties to several legal proceedings arising out of various aspects of our business, including possible class actions arising out of our marketing practices and governmental actions and possible class actions and mass arbitrations arising from our pricing and cancellation practices.

We are parties to several legal proceedings arising out of various aspects of our business, including possible class actions arising out of our marketing practices and governmental actions and possible class actions and mass arbitration demands arising from, among other issues, our pricing and cancellation practices.

The outcome of these proceedings may not be favorable, and one or more unfavorable outcomes could have an adverse impact on our financial condition.

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.

What changed 10-K

Item 1A. Risk Factors