SEC EDGAR · 10-K

10-K – 2026-02-26 – lmca-20251231x10k.htm

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Omsättning

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ | The aggregate market value of the voting and non-voting common stock held by non affiliates of Liberty Media Corporation computed by reference to the last sales price of such stock, as of the closing of trading on June 30, 2025, was approximately $ 32.1 billion. | The number of outstanding shares of Liberty Media Corporation’s common stock as of January 31, 2026 was:
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-remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”). As a result of t | 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. In July 2024, the Internal Revenue Service (the “IRS”) completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notif
sponsors. Formula 1 also performs activities related to critical components of the F1 Championship, including filming and providing technical support at Formula 1 Events, production of the international television feed and logistics related to the transport of its and the Formula 1 Teams’ equipment, ensuring high quality and reducing delivery risk around the F1 Championship. Additionally, Formula 1, pursuant to other agreements with the FIA, holds the exclusive right to promote and commercially | Formula 1 also generates revenue from a variety of other sources, including the operation of the Formula 1 Paddock Club hospitality program (the “Paddock Club”), freight, logistical and travel related services for the Formula 1 Teams and other third parties, the F2 and F3 race series, which run principally as support races during Formula 1 Event weekends, F1 Academy, various television production and post-production activities, digital and social media activities and revenue from other licensing | Formula 1 recognizes the majority of its revenue and expenses in connection with Formula 1 Events that take place in different countries around the world, generally between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year.
Formula 1 also generates revenue from a variety of other sources, including the operation of the Formula 1 Paddock Club hospitality program (the “Paddock Club”), freight, logistical and travel related services for the Formula 1 Teams and other third parties, the F2 and F3 race series, which run principally as support races during Formula 1 Event weekends, F1 Academy, various television production and post-production activities, digital and social media activities and revenue from other licensing | Formula 1 recognizes the majority of its revenue and expenses in connection with Formula 1 Events that take place in different countries around the world, generally between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year. | Primary Revenue
Formula 1 recognizes the majority of its revenue and expenses in connection with Formula 1 Events that take place in different countries around the world, generally between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year. | Primary Revenue | 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. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts.
Primary Revenue | 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. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. | Race Promotion. Race promotion revenue comprised 26.7%, 29.3% and 29.3% of Formula 1’s total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Formula 1 grants to race promoters the rights to host, stage and promote each Formula 1 Event pursuant to contracts that typically have an initial term of three to seven years. For established Formula 1 Events, the duration of subsequent renewals is more variable according to local market conditions. These contracts may allow for
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. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. | Race Promotion. Race promotion revenue comprised 26.7%, 29.3% and 29.3% of Formula 1’s total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Formula 1 grants to race promoters the rights to host, stage and promote each Formula 1 Event pursuant to contracts that typically have an initial term of three to seven years. For established Formula 1 Events, the duration of subsequent renewals is more variable according to local market conditions. These contracts may allow for | Race promoters are generally circuit owners, local and national automobile clubs, special event organizers or governmental bodies. Race promoters generate revenue from ticket sales and sometimes from concessions, secondary hospitality offerings (other than the Paddock Club), local sponsorship opportunities and on-site activations. Tickets are sold by the promoters for the entire Formula 1 Event weekend or individual days.
Race Promotion. Race promotion revenue comprised 26.7%, 29.3% and 29.3% of Formula 1’s total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Formula 1 grants to race promoters the rights to host, stage and promote each Formula 1 Event pursuant to contracts that typically have an initial term of three to seven years. For established Formula 1 Events, the duration of subsequent renewals is more variable according to local market conditions. These contracts may allow for | Race promoters are generally circuit owners, local and national automobile clubs, special event organizers or governmental bodies. Race promoters generate revenue from ticket sales and sometimes from concessions, secondary hospitality offerings (other than the Paddock Club), local sponsorship opportunities and on-site activations. Tickets are sold by the promoters for the entire Formula 1 Event weekend or individual days. | In 2025, 2024 and 2023, the Las Vegas Grand Prix was the only Formula 1 Event that was directly promoted by Formula 1, and as a result, Formula 1 was responsible for the development and operation of the circuit and paddock facilities. As a self-promoted event, Formula 1 received the revenue from ticket sales and other commercial arrangements in connection with the event. Revenue from the sale of grandstand and general access tickets is included in Race Promotion revenue.

Rörelseresultat

Key Provisions | As discussed above, the 2026 Concorde Agreement establishes the terms for the Prize Fund, confirms procedures for setting the F1 Championship calendar, and provides for certain termination rights. The 2026 Concorde Agreement establishes rules for the determination of the Prize Fund to be paid to the Formula 1 Teams, which is calculated with reference to a fixed percentage of Formula 1’s Prize Fund Adjusted EBIT (defined by Formula 1 as operating profit adjusted to exclude certain specific, and l | The 2026 Concorde Agreement may be terminated with respect to a Formula 1 Team if the Formula 1 Team fails to participate in more than three Formula 1 Events in a season, fails to submit a valid entry for participation in the F1 Championship or becomes insolvent. Formula 1 Teams may terminate their rights and obligations pursuant to the 2026 Concorde Agreement by giving one full season’s written notice to Formula 1, as well as under certain other circumstances, including:
Operating Income (Loss) |
Revenue. Our consolidated revenue increased $829 million for the year ended December 31, 2025, as compared to the prior year, driven by increases in Formula 1 revenue and revenue from MotoGP, which was acquired in July 2025. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1 and MotoGP. | Operating income. Our consolidated operating income increased $290 million for the year ended December 31, 2025, as compared to the prior year, driven by an increase in Formula 1’s operating income, a decrease in QuintEvents’ operating loss, largely driven by the goodwill impairment recorded during the year ended December 31, 2024, disclosed below, and the acquisition of MotoGP in July 2025. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations | Stock-based compensation. Stock-based compensation includes compensation related to options, stock appreciation rights, restricted stock awards, restricted stock units, performance-based restricted stock units and other stock-based awards granted to officers, employees, nonemployee directors and employees of our subsidiaries. We recorded $21 million and $30 million of stock-based compensation expense for the years ended December 31, 2025 and 2024,
Impairment and acquisition costs . QuintEvents recognized a goodwill impairment loss of $73 million during the year ended December 31, 2024. See note 7 to the accompanying consolidated financial statements for additional information. The Company recorded $27 million and $32 million of acquisition costs, primarily related to MotoGP, during the years ended December 31, 2025 and 2024, respectively. | Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measur |
Operating income (loss) |
Operating income (loss)
expenses (including team payments and other cost of revenue), selling, general and administrative expenses, and Adjusted OIBDA. | 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 reflect | The Company has identified the following subsidiaries as its reportable segments:
| The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) from continuing operations before income taxes: |

Periodens resultat

indebtedness could increase even though the amount borrowed remained the same, and net income and cash flow could decrease. | In order to manage Formula 1 and MotoGP’s exposure to interest rate risk, they have and may in the future enter into derivative financial instruments, typically interest rate swaps and caps, involving the exchange of floating for fixed rate interest payments. If Formula 1 or MotoGP are unable to enter into interest rate swaps, it may adversely affect their cash flow and may impact Formula 1 and/or MotoGP’s ability to make required principal and interest payments on their respective indebtedness.
Impairment and acquisition costs . QuintEvents recognized a goodwill impairment loss of $73 million during the year ended December 31, 2024. See note 7 to the accompanying consolidated financial statements for additional information. The Company recorded $27 million and $32 million of acquisition costs, primarily related to MotoGP, during the years ended December 31, 2025 and 2024, respectively. | Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measur |
Changes in unrealized gains (losses) on debt measured at fair value are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable. Changes in unrealized gains (losses) on foreign currency forward contracts are driven by changes in foreign currency exchange rates. Gains (losses) on interest rate swaps are primarily driven by changes in the fair value of Formula 1’s interest rate swaps and realized gains (losses) on Formula 1’s | Other, net. Other, net income increased $57 million during the year ended December 31, 2025, as compared to the prior year, primarily driven by gains on the disposition of assets in the current year, losses on early extinguishment of debt in the prior year, an increase in interest and dividend income and foreign currency exchange gains in the current year compared to foreign currency exchange losses in the prior year, partially offset by debt modification costs in the current year.
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”). 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. The Shareholders’ Agreement provides fo | The redeemable noncontrolling interest is initially recorded at fair value as part of the acquisition accounting. 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). 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 | 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. Since it is probable the noncontrolling interest will become redeemable, the Company’s accounting policy is to reco
Noncontrolling Interests | The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income attributable to the parent and to the noncontrolling interest is presented in the statement of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity. | Revenue Recognition
expenses (including team payments and other cost of revenue), selling, general and administrative expenses, and Adjusted OIBDA. | 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 reflect | The Company has identified the following subsidiaries as its reportable segments:

Resultat per aktie

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”). 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. The Shareholders’ Agreement provides fo | The redeemable noncontrolling interest is initially recorded at fair value as part of the acquisition accounting. 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). 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 | 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. Since it is probable the noncontrolling interest will become redeemable, the Company’s accounting policy is to reco
Earnings Attributable to Liberty Stockholders Per Common Share | Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders. |
Series A, Series B and Series C Liberty Formula One Common Stock | The basic and diluted EPS calculations are based on the following WASO. Excluded from diluted EPS for the years ended December 31, 2025, 2024 and 2023 are 2 million, 4 million and 4 million potentially dilutive shares of Liberty Formula One common stock, respectively, because their inclusion would be antidilutive. |
(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. | (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; rather, the Liberty SiriusXM Group had an attributed value in the Formula One Group which was generally stated in terms of a number of shares of stock issuable to the Liberty SiriusXM Group with respect to its interest in the Formula One Group
Series A, Series B and Series C Liberty Live Common Stock | The basic and diluted EPS calculations are based on the following WASO. 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. |
(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.
Series A, Series B and Series C Liberty SiriusXM Common Stock | The basic and diluted EPS calculations are based on the following WASO. 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. |
(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. | (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

Kassaflöde

Formula 1 and MotoGP have been, and may in the future be, materially impacted by a pandemic or epidemic, such as COVID-19. | Although Formula 1 and MotoGP saw a return to normal business operations, schedules and events following the COVID-19 pandemic, it is unclear whether and to what extent a future pandemic or epidemic will impact the use of and/or demand for the entertainment, events and services provided by these businesses and demand for sponsorship and advertising assets. If these businesses face cancelled events, closed venues and reduced attendance, as was the result of the COVID-19 pandemic, the impact may s | In addition, our businesses are particularly sensitive to reductions in travel and discretionary consumer spending. We cannot predict the time period over which our businesses would be impacted by a future pandemic or epidemic. Over
Formula 1 and MotoGP are exposed to credit-related losses in the event of non-performance by counterparties to Formula 1’s and MotoGP’s respective key commercial contracts. | Future payments under Formula 1 and MotoGP’s respective core commercial contracts, including Formula 1 and MotoGP’s respective race promotion, media rights and sponsorship contracts are typically made periodically over the course of several years. Formula 1 and MotoGP’s respective abilities to generate cash flow is heavily dependent on collecting amounts owed to them under these contracts. A change in the credit quality of one or more of Formula 1 or MotoGP’s respective counterparties over the t | Potential challenges by tax authorities in the jurisdictions in which Formula 1 and MotoGP operate could adversely affect Formula 1 and MotoGP’s respective financial results and position and in turn, the Company.
indebtedness could increase even though the amount borrowed remained the same, and net income and cash flow could decrease. | In order to manage Formula 1 and MotoGP’s exposure to interest rate risk, they have and may in the future enter into derivative financial instruments, typically interest rate swaps and caps, involving the exchange of floating for fixed rate interest payments. If Formula 1 or MotoGP are unable to enter into interest rate swaps, it may adversely affect their cash flow and may impact Formula 1 and/or MotoGP’s ability to make required principal and interest payments on their respective indebtedness.
indebtedness could increase even though the amount borrowed remained the same, and net income and cash flow could decrease. | In order to manage Formula 1 and MotoGP’s exposure to interest rate risk, they have and may in the future enter into derivative financial instruments, typically interest rate swaps and caps, involving the exchange of floating for fixed rate interest payments. If Formula 1 or MotoGP are unable to enter into interest rate swaps, it may adversely affect their cash flow and may impact Formula 1 and/or MotoGP’s ability to make required principal and interest payments on their respective indebtedness. | Fluctuations in the value of the U.S. dollar and/or the Euro against the functional currencies of Formula 1 or MotoGP’s respective businesses and Formula 1 or MotoGP’s respective counterparties’ business could adversely affect Formula 1’s or MotoGP’s respective profitability and the Company.
Impairment and acquisition costs . QuintEvents recognized a goodwill impairment loss of $73 million during the year ended December 31, 2024. See note 7 to the accompanying consolidated financial statements for additional information. The Company recorded $27 million and $32 million of acquisition costs, primarily related to MotoGP, during the years ended December 31, 2025 and 2024, respectively. | Adjusted OIBDA. To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP (as defined below) financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, Concorde incentive payments and restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measur |
| 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. 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 intangib
Derivative Instruments and Hedging Activities | All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are re
| The Company performed a quantitative analysis of QuintEvents during the fourth quarter of 2024. 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. 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). |

Likvida medel

Liquidity and Capital Resources | As of December 31, 2025, substantially all of our cash and cash equivalents were invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments. | The following are potential sources of liquidity: available cash balances, cash generated by the operating activities of our subsidiaries (to the extent such cash exceeds the working capital needs of the subsidiaries and is not otherwise restricted), proceeds from net asset sales, monetization of our investment portfolio, borrowings under outstanding or new debt instruments, equity issuances, and dividend and interest receipts.
Liberty currently does not have a corporate debt rating. | As of December 31, 2025, Liberty’s cash and cash equivalents were as follows (amounts in millions): |
| MotoGP’s functional currency is the Euro. Fluctuations in the Euro / U.S. dollar exchange rate impact the amount of total assets, liabilities, earnings and cash flows for MotoGP included in our consolidated financial statements for, and as of the end of, each reporting period. For example, the strengthening of the U.S. dollar against the Euro will reduce the amount of MotoGP’s cash and cash equivalents, intangibles, deferred revenue, current and non-current liabilities, revenue and expenses repo | Item 8. Financial Statements and Supplementary Data.
Cash and cash equivalents |
Cash and cash equivalents | $
(4) Summary of Significant Accounting Policies | Cash and Cash Equivalents | Cash equivalents consist of investments which are readily convertible into cash and have maturities of three months or less at the time of acquisition.
| 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: |
Cash and cash equivalents included in current assets of discontinued operations |

Nettoskuld

Cash held by Formula 1 is accessible by Liberty, except when a restricted payment (“RP”) test imposed by the first lien term loan and the revolving credit facility at Formula 1 is not met. Pursuant to the RP test, Liberty does not have unlimited access to Formula 1’s cash when Formula 1’s leverage ratio (defined as net debt divided by covenant earnings before interest, tax, depreciation and amortization for the trailing twelve months) exceeds a certain threshold. During the year ended December 3
Net cash provided (used) by operating activities |
Net cash provided (used) by investing activities |
Net cash provided (used) by financing activities |
Adjustments to reconcile net earnings to net cash provided by operating activities: |
Net cash provided (used) by discontinued operations: |
Net cash provided (used) by discontinued operations |

Eget kapital

Stockholders' equity (notes 10, 12 and 14): |
Total stockholders' equity |
| Stockholders' equity |
| The U.S. Dollar is the functional currency of the Company and Formula 1. MotoGP’s functional currency is the Euro. 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. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, i | Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. 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. Unrealized gains (losses) are included in other, net
year is currently under examination as part of the IRS Compliance Assurance Process program. Various states are currently examining the Company’s prior years’ state income tax returns. | (10) Stockholders’ Equity | Preferred Stock

Antal aktier

| In July 2021, our Company entered into an exchange agreement (the “Exchange Agreement”) with Mr. Malone and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”), providing for exchanges by our Company and Mr. Malone or the JM Trust of shares of Series B common stock for shares of Series C common stock so as to maintain Mr. Malone’s voting power as close as possible to, but without exceeding, 49% (the “Target Voting Power”) plus 0.5% (under certain circumstan |
Earnings Attributable to Liberty Stockholders Per Common Share | Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented, including any necessary adjustments to earnings (loss) attributable to shareholders. |
| number of shares in millions |
(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. | (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; rather, the Liberty SiriusXM Group had an attributed value in the Formula One Group which was generally stated in terms of a number of shares of stock issuable to the Liberty SiriusXM Group with respect to its interest in the Formula One Group
(a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which net losses attributable to the Braves Group are reported since the result would be antidilutive. | (b) As described in note 1, the intergroup interests in the Braves Group held by the Formula One Group and the Liberty SiriusXM Group were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off. The intergroup interests were quasi-equity interests that were not represented by outstanding shares of common stock; rather, the Formula One Group and the Liberty SiriusXM Group had attributed values in the Braves Group which are generally stated in terms of a number of shares
The Exchange Agreement provides for exchanges by the Company and Mr. 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. Malone’s beneficially-owned voting power (other than a Voting Power Exchange (as defined below)) (an “Accretive Event”), in each | In connection with an Accretive Event, Mr. 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. 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. In connection with a Dilutive Event, Mr. Malone
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. 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. Malone or the JM Trust equal to the number of Exchan | On December 8, 2025, pursuant to the Exchange Agreement, Mr. 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.
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. 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. Malone or the JM Trust equal to the number of Exchan | On December 8, 2025, pursuant to the Exchange Agreement, Mr. 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. | 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.

Antal anställda

General | As of December 31, 2025, we had 74 corporate employees, and our consolidated subsidiaries had an aggregate of approximately 1,600 full and part-time employees. We believe that our employee relations are good. | Liberty and its subsidiaries strive to create diverse, inclusive and supportive workplaces, with opportunities for employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between employees and their communities.
As of December 31, 2025, we had 74 corporate employees, and our consolidated subsidiaries had an aggregate of approximately 1,600 full and part-time employees. We believe that our employee relations are good. | Liberty and its subsidiaries strive to create diverse, inclusive and supportive workplaces, with opportunities for employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between employees and their communities.
Talent Development | Liberty fosters a strong learning culture by investing in our employees and empowering them to participate in opportunities for personal and professional growth. Some of these opportunities (which vary across our company and our subsidiaries) include tuition reimbursement for professional related coursework, executive and career coaching, paid professional seminars, paid membership in professional organizations, on-site lunch and learn educational meetings and internally led presentations on ind | Diversity, Equity and Inclusion
Diversity, Equity and Inclusion | Liberty strives to cultivate a culture that provides a sense of belonging and inclusiveness. Our Company respects diversity and the unique perspectives, ideas, skills and abilities of our employees that lead our Company to achieve better business results. To reinforce this commitment to inclusion and diversity at the corporate level, Liberty supports domestic partner benefits, paid parental leave, fertility benefits, flexible work arrangements, on-going training, mentorship for female leaders an | Similarly, our subsidiaries have undertaken their own individual commitments to developing a diverse workforce. Through its efforts to develop diversity within motorsport, Formula 1 seeks to find the next generation of talent emerging from underrepresented backgrounds. Following the launch of the Formula 1 Engineering Scholarship Program in 2021, Formula 1 has supported 50 students in either their undergraduate or post-graduate engineering degrees at leading universities in the U.K. and Italy, a
Compensation and Benefits | Liberty and its subsidiaries aim to provide attractive compensation and benefits programs for their employees. In addition to salaries, these programs (which vary across our company and our subsidiaries) may include, among other items, bonuses, stock awards, 401(k) plans, non-qualified deferred compensation plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid parental leave, advocacy resources, flexible work schedules and employee assistanc | Available Information
Both of our operating subsidiaries have operations outside of the U.S. that are subject to numerous operational risks. | Both of our operating subsidiaries have operations in countries other than the U.S. In many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the Foreign Corrupt Practices Act and similar laws. Although our operating subsidiaries have undertaken compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which t
| Cloud services, information systems and other technologies that we or our vendors or other partners use are critical to our business activities, and shutdowns or disruptions of, and cybersecurity threats and cybersecurity incidents on, such systems pose increasing risks. Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, | In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and cybersecurity incidents and there can be no assurance that we will not experience a material cybersecurity incident. In addition, third party service providers, such as telecommunications and cloud services p
Formula 1 and MotoGP’s processing, storing, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements and policies or differing views of personal privacy rights. | Formula 1 and MotoGP each receive, transmit and store a large volume of personal data and other user data, primarily in the processing of consumer transactions and managing their employees. The processing, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by Formula 1 and MotoGP, respectively. Moreover, there are federal, state and international laws regarding privacy and the processing, storage, sharing, use, d

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LIBERTY MEDIA CORPORATION_December 31, 2025
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Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM  10-K
☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                 
Commission File Number  001-35707
LIBERTY MEDIA CORPORATION
(Exact name of Registrant as specified in its charter)
State of Delaware
(State or other jurisdiction of
incorporation or organization)
    
37-1699499
(I.R.S. Employer
Identification No.)





12300 Liberty Boulevard
Englewood , Colorado
(Address of principal executive offices)

80112
(Zip Code)

Registrant’s telephone number, including area code: ( 720 )  875-5400
Securities registered pursuant to Section 12(b) of the Act:






Title of each class
Trading Symbol
Name of each exchange on which registered

Series A Liberty Formula One Common Stock
FWONA
The Nasdaq Stock Market LLC

Series C Liberty Formula One Common Stock
FWONK
The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ☒    No  ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   ☐    No   ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes   ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   ☒    No  ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer   ☒

Accelerated filer  ☐

Non-accelerated filer  ☐


Smaller reporting company  ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b).  ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐     No  ☒
The aggregate market value of the voting and non-voting common stock held by non affiliates of Liberty Media Corporation computed by reference to the last sales price of such stock, as of the closing of trading on June 30, 2025, was approximately $ 32.1 billion.
The number of outstanding shares of Liberty Media Corporation’s common stock as of January 31, 2026 was:


















Series A

Series B

Series C


Liberty Formula One common stock

23,991,058

2,381,188

224,102,531


Documents Incorporated by Reference
Portions of the Registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders are hereby incorporated by reference into Part III of this Annual Report on Form 10-K.





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LIBERTY MEDIA CORPORATION
2025 ANNUAL REPORT ON FORM 10-K
Table of Contents

    
Part I
    
Page









Item 1.

Business

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Item 1A.

Risk Factors

I-16


Item 1B.

Unresolved Staff Comments

I-34


Item 1C.

Cybersecurity

I-34


Item 2.

Properties

I-36


Item 3.

Legal Proceedings

I-36


Item 4.

Mine Safety Disclosures

I-36











Part II











Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

II‑1


Item 6.

[ Reserved ]

II‑2


Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

II‑3


Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

II‑17


Item 8.

Financial Statements and Supplementary Data

II‑17


Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

II‑17


Item 9A.

Controls and Procedures

II‑17


Item 9B.

Other Information

II‑18


Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

II‑18











Part III











Item 10.

Directors, Executive Officers and Corporate Governance

III‑1


Item 11.

Executive Compensation

III‑1


Item 12.

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

III‑1


Item 13.

Certain Relationships and Related Transactions, and Director Independence

III‑1


Item 14.

Principal Accountant Fees and Services

III‑1











Part IV











Item 15.

Exhibits and Financial Statement Schedules

IV‑1


Item 16.

Form 10-K Summary

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing plans, strategies and initiatives; renewal of licenses and authorizations; the recoverability of goodwill and other long-lived assets; projected sources and uses of cash; fluctuations in interest rates and currency exchange rates; the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings; and other matters arising in the ordinary course of business. In particular, statements under Item 1. “Business,” Item 1A. “Risk Factors,” Item 2. “Properties,” Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contain forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. You are therefore cautioned not to place undue reliance on the forward-looking statements included in this Annual Report on Form 10-K. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:
● our ability to realize the benefits of acquisitions or other strategic investments;
● the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by our businesses;
● our overlapping directors with QVC Group, Inc. (“QVC Group”), Liberty Broadband Corporation (“Liberty Broadband”), GCI Liberty, Inc. (“GCI Liberty”) and Liberty Live Holdings, Inc. (“Liberty Live”) and overlapping management with Liberty Broadband, GCI Liberty and Liberty Live;
● the outcome of pending or future litigation;
● our ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations;
● our and our subsidiaries’ indebtedness could adversely affect operations and could limit the ability of our subsidiaries to react to changes in the economy or our industry;
● the operational risks of our subsidiaries with operations outside of the United States (“U.S.”);
● our ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments;
● the degradation, failure or misuse of our information systems;
● the ability of our subsidiaries to comply with government regulations, including, without limitation, competition laws and adverse outcomes from regulatory proceedings;
● the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;
● changes in the nature of key strategic relationships with partners, vendors and joint venturers;
● the impact of a future pandemic and other public health related risks and events, such as COVID-19, on our customers, vendors and businesses generally;
● reliance on intellectual property and the ability to protect intellectual property;
● reliance on third parties;
● the ability to attract and retain qualified personnel;
● termination of or changes in any of the agreements, commitments or policies Formula 1 and MotoGP Sports Entertainment Group, S.L. (formerly, Dorna Sports, S.L.) (“MotoGP”) rely on to operate and the limitations such agreements, commitments and policies impose on Formula 1 and MotoGP;

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● challenges by tax authorities in the jurisdictions where Formula 1 and MotoGP operate;
● changes in tax laws that affect Formula 1, MotoGP and the Company;
● the ability of Formula 1 and MotoGP to expand into new markets;
● changes in laws and regulations and/or their interpretations related to advertising, media rights and the environment;
● the establishment of rival motorsports events or other circumstances that impact the competitive position of Formula 1 and/or MotoGP;
● the impact of cancelations or postponements of events or accidents or terrorist attacks during events;
● changes in consumer viewing habits and the emergence of new content distribution platforms;
● fluctuations in currencies against the U.S. dollar;
● the market price of our common stock may be volatile;
● transactions in our common stock by our insiders could depress the market price of our common stock; and
● provisions of our restated certificate of incorporation (our “Charter”) and bylaws may discourage, delay or prevent a change in control of our Company.

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in Item 1A, “Risk Factors” and other cautionary statements contained in this Annual Report. Such risk factors and statements describe circumstances that could cause actual results to differ materially from those contained in any forward-looking statement.

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PART I.
Item 1. Business.
General Development of Business
Liberty Media Corporation (“Liberty”, the “Company”, “we”, “us” and “our”), 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. Our most significant subsidiaries include Delta Topco Limited (the parent company of Formula 1) (“Delta Topco”) and MotoGP.
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. (“Sirius XM Holdings”) was a subsidiary of the Company until the Liberty Sirius XM Holdings Split-Off (defined below) on September 9, 2024. QuintEvents, LLC (“QuintEvents”) was a subsidiary of the Company and Live Nation Entertainment, Inc. (“Live Nation”) was an equity affiliate of the Company until the Liberty Live Split-Off (defined below) on December 15, 2025.
The Company previously had a tracking stock structure. 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. The Company completed the transactions disclosed below to separate certain collections of businesses, assets and liabilities into separate publicly traded companies.
On July 18, 2023, the Company completed the split-off (the “Atlanta Braves Holdings Split-Off”) of its wholly owned subsidiary, Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”). 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. 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 Formula One Group, which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off.
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.
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-remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”). 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.
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. In July 2024, the Internal Revenue Service (the “IRS”) completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. 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.  The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.

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On September 9, 2024, the Company completed the split-off (the “Liberty Sirius XM Holdings Split-Off”) of its wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”). 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. 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. 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).
Liberty Sirius XM Holdings is presented as a discontinued operation in the accompanying consolidated financial statements. 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.  
On December 15, 2025, the Company completed the split-off (the “Liberty Live Split-Off”) of its wholly owned subsidiary, Liberty Live Holdings, Inc. (“Liberty Live Holdings”). 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. Liberty Live Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Live Group. 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. The Liberty Live Split-Off was intended to be tax-free to stockholders of the Company.
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 discontinued operations in the Company’s consolidated financial statements.
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 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. 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.
* * * * *
Description of Business
Our most significant subsidiaries are Formula 1 and MotoGP.
Formula 1
Formula 1 holds the exclusive commercial rights with respect to the Fédération Internationale de l’Automobile (“FIA”) Formula One World Championship (the “F1 Championship”), an annual, approximately nine-month long, motor race-based competition in which teams (the “Formula 1 Teams”) compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship. The F1 Championship, which has been held every year since 1950 and takes place on high profile iconic circuits, is a global series with a varying number of events (“Formula 1 Events”) taking place in different countries around the world each season. In 2025, 24 Formula 1 Events took place in 21 countries across Europe, Asia-Pacific, the Middle East and North and South America. In 2025, the F1 Championship was followed by hundreds of millions of television viewers in approximately 200 territories and the largest Formula 1 Events have hosted live audiences in excess of 450,000 on race weekends.
Formula 1 is responsible for the commercial exploitation and development of the F1 Championship, in the course of which it coordinates and transacts with the FIA, the governing body and regulator of world motor sport, the Formula 1 Teams, the race promoters that stage Formula 1 Events, various media organizations worldwide, as well as advertisers and

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sponsors. Formula 1 also performs activities related to critical components of the F1 Championship, including filming and providing technical support at Formula 1 Events, production of the international television feed and logistics related to the transport of its and the Formula 1 Teams’ equipment, ensuring high quality and reducing delivery risk around the F1 Championship. Additionally, Formula 1, pursuant to other agreements with the FIA, holds the exclusive right to promote and commercially exploit the F2 and F3 series through 2041, and in 2023 launched F1 Academy, a series aimed at developing and preparing young female drivers to progress to higher levels of competition.
Formula 1 also generates revenue from a variety of other sources, including the operation of the Formula 1 Paddock Club hospitality program (the “Paddock Club”), freight, logistical and travel related services for the Formula 1 Teams and other third parties, the F2 and F3 race series, which run principally as support races during Formula 1 Event weekends, F1 Academy, various television production and post-production activities, digital and social media activities and revenue from other licensing of the commercial rights associated with the Formula 1 brand.
Formula 1 recognizes the majority of its revenue and expenses in connection with Formula 1 Events that take place in different countries around the world, generally between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year.
Primary Revenue
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. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts.
Race Promotion. Race promotion revenue comprised 26.7%, 29.3% and 29.3% of Formula 1’s total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Formula 1 grants to race promoters the rights to host, stage and promote each Formula 1 Event pursuant to contracts that typically have an initial term of three to seven years. For established Formula 1 Events, the duration of subsequent renewals is more variable according to local market conditions. These contracts may allow for flat fees over the term, but more typically they include annual fee escalators over the life of the contract, which are typically based on annual movement in a selected consumer price index or fixed percentages of up to 5% per year.
Race promoters are generally circuit owners, local and national automobile clubs, special event organizers or governmental bodies. Race promoters generate revenue from ticket sales and sometimes from concessions, secondary hospitality offerings (other than the Paddock Club), local sponsorship opportunities and on-site activations. Tickets are sold by the promoters for the entire Formula 1 Event weekend or individual days.
In 2025, 2024 and 2023, the Las Vegas Grand Prix was the only Formula 1 Event that was directly promoted by Formula 1, and as a result, Formula 1 was responsible for the development and operation of the circuit and paddock facilities. As a self-promoted event, Formula 1 received the revenue from ticket sales and other commercial arrangements in connection with the event. Revenue from the sale of grandstand and general access tickets is included in Race Promotion revenue.
Media Rights.  Media rights revenue comprised 31.3%, 32.8% and 32.2% of Formula 1’s total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Formula 1 licenses rights to broadcast Formula 1 Events on television and other media platforms in specified countries or regions and in specified languages. These may also include rights to broadcast the race, practice and qualifying sessions, interactive television/digital services, repeat broadcasts and highlights. Contracts with broadcasters, which we refer to as television rights agreements (“TRAs”), typically have a term of three to five years. While annual fees from broadcasters may stay constant, they often increase each year during the term of the TRA by varying amounts. Formula 1’s media rights revenue is primarily generated from: (a) free-to-air television broadcasts, which are received by the end user without charge (other than any television license fee), and non-premium cable, satellite and other broadcasts, which are received as part of a subscriber’s basic package (together, “free-to-air television”); (b) premium and pay-per-view cable and satellite broadcasts, where the subscriber pays a premium fee

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to receive programming on a package or per-event basis (“pay television”) and (c) subscription revenue from Formula 1’s own direct-to-consumer over-the-top broadcast product F1 TV. In 2025, Formula 1 held over 50 broadcast agreements worldwide, including several multi-territory contracts spanning both free-to-air and pay-television platforms. Its principal broadcasters included beIN Sports across Asia, the Middle East and North Africa; Canal+ in France; DAZN in Spain and d/b/a Fox Sports in Australia; ESPN in the U.S. and Latin America; Sky in the U.K., Germany and Italy; Viaplay across the Nordics and the Netherlands; and SuperSport across Sub-Saharan Africa.
Sponsorship. Sponsorship revenue comprised 21.7%, 18.6% and 18.0% of Formula 1’s total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Formula 1 sells Event-based sponsorship in the form of trackside advertising and race title sponsorship packages. In addition, sponsors can acquire status as a Global Partner of Formula 1 and/or Official Supplier to Formula 1. These advertiser and sponsor contracts typically have a term of three to five years (but may on occasion be of longer duration). Payments often increase each year based on a fixed amount, a fixed percentage or in accordance with the U.S. or European consumer price index or another agreed metric.
Other Revenue
The remainder of Formula 1’s revenue is typically generated from a variety of other sources including facilitating the shipment of cars and equipment to and from events outside of Europe, revenue from the sale of tickets to the Paddock Club at most Formula 1 Events, support races at Formula 1 Events, various television production activities and other ancillary operations. Other revenue also includes the sale of hospitality tickets for the Las Vegas Grand Prix.
FIA, the Formula 1 Teams and Drivers
Formula 1’s business is built on a number of key relationships—those with the FIA, the Formula 1 Teams and Formula 1’s principal commercial partners. See “ —Key Commercial Agreements ” below for more information about Formula 1’s relationships with the FIA and the Formula 1 Teams.
FIA
The FIA is the governing body for world motor sport and as such, is solely responsible for regulating the sporting, technical and safety aspects of the F1 Championship, including race circuits to be used by race promotors, through the FIA’s F1 Commission and World Motor Sport Council. The FIA regulates all international motor sports, with the F1 Championship being the most prominent. The FIA owns the F1 Championship and has granted Formula 1 the exclusive commercial rights to the F1 Championship until the end of 2110 under the 100-Year Agreements (described below). In addition, the FIA, through its World Motor Sport Council, approves the calendar for the F1 Championship each year based on the agreed race promotor contracts for the coming season. Under the 100-Year Agreements, Formula 1 is only permitted to enter into race promotion contracts that are substantially in the form agreed between Formula 1 and the FIA.
Formula 1 Teams
The Formula 1 Teams are the participants in the F1 Championship and Formula 1 Events, competing for the annual Constructors’ Championship, and their drivers compete for the annual Drivers’ Championship. Ten Formula 1 Teams competed in the 2025 F1 Championship, and an eleventh, the Cadillac Formula 1 Team, will enter the 2026 F1 Championship. To be eligible to compete, a Formula 1 Team is responsible for the design and manufacturing of certain key parts of its cars, including the chassis. During the 2025 F1 Championship season, the Formula 1 Teams were supplied race engines by one of Ferrari, Mercedes, Renault or Red Bull Powertrains. At the end of the 2025 F1 Championship Renault ceased to be an engine supplier, with Audi and Honda supplying engines starting from the 2026 F1 Championship season. Under the terms of the 2026 Concorde Agreement (described below), Formula 1 Teams are entitled to receive significant team payments from a Formula 1 prize fund (the “Prize Fund”) based primarily on their results in prior years’ Constructors’ Championships. Formula 1 has no direct or indirect ownership interest in any Formula 1 Team, nor does it have any contractual arrangements with the drivers, who are all employed or contracted directly by the Formula 1 Teams. Each Formula 1 Team is responsible for securing its own drivers and funding the costs of competing in the F1 Championship. They receive Prize Fund payments from Formula 1, as well as sponsorship and advertising revenue from their own partners. The 2026 Concorde Agreement between Formula 1, the FIA and the Formula 1 Teams defines the

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terms of the Formula 1 Team’s participation in the F1 Championship (for further detail, see “— Key Commercial Agreements—Concorde Agreement ” below.)
Drivers
One of the distinctive features of the F1 Championship is the celebrity and diversity of its drivers. Differences in nationalities, temperaments and racing styles form part of the attractive mosaic of Formula 1. The success of a local driver also impacts the television viewership and revenue generated from that country or region. High profile drivers from the U.K. (Hamilton), the Netherlands (Verstappen) and Spain (Alonso) have helped grow and sustain the Formula 1 business in those countries. For this reason, Formula 1 encourages the development of drivers from other strategic markets. F2 and F3 provide the training ground and final stepping stones to Formula 1 for these drivers. All drivers are employed or contracted by the Formula 1 Teams and have no contractual relationship with Formula 1.
Key Commercial Agreements
100-Year Agreements
Under the 100-Year Agreements entered into by Formula 1 and the FIA in 2001, which took effect on January 1, 2011 and will expire on December 31, 2110, Formula 1 is acknowledged as the exclusive holder of all commercial rights to the F1 Championship.
The 100-Year Agreements also provide that Formula 1 may appoint a representative to the FIA, subject to the FIA’s approval, and that person will be a member of the FIA’s F1 Commission and World Motor Sport Council. The FIA may terminate the 100-Year Agreements, leading to a transfer of material commercial rights into effective FIA ownership, upon a change of control of Formula 1, unless either the FIA previously approved the transaction or the transaction falls within one of a number of exceptions. Formula 1 obtained the FIA’s approval of its acquisition by Liberty in January 2017 under the 100-Year Agreements.
In addition, the FIA may terminate the 100-Year Agreements if (i) certain Delta Topco subsidiaries party to the 100-Year Agreements become insolvent; (ii) Formula 1 fails to pay an amount due to the FIA and such non-payment is not cured within 30 days of FIA’s demand for payment; (iii) arbitrators declare that Formula 1 materially breached the 100-Year Agreements and Formula 1 has not paid to the FIA certain penalties to cure such breach; or (iv) Formula 1 changes or removes certain of the FIA’s rights without its prior consent.
Concorde Agreement
From 1981 until 2012, successive Concorde Agreements governed the relationship between Formula 1, the FIA and the Formula 1 Teams, including the regulation of the F1 Championship. After the then-current Concorde Agreement expired on December 31, 2012, Formula 1 entered into a separate binding bilateral agreement with each Formula 1 Team (the “Formula 1 Team Agreements”), securing the relevant Formula 1 Team’s commitment to continue participating in the F1 Championship until December 31, 2020. In addition, Formula 1 entered into the 2013 Concorde Implementation Agreement with the FIA in 2013. The 2013 Concorde Implementation Agreement, in addition to making certain modifications to the 100-Year Agreements for the period to end 2030, provides that the FIA agrees to provide certain sporting governance arrangements and regulatory safeguards for the benefit of the Formula 1 Teams, to enter into a new Concorde Agreement for a term of eight years (from 2013 to 2020) reflecting those sporting governance arrangements and regulatory safeguards and to enter into a subsequent Concorde Agreement from 2021 to 2030 or to extend the sporting governance arrangements or regulatory safeguards agreed under the 2013 Concorde Implementation Agreement on substantially the same terms from 2021 to 2030. The Formula 1 Team Agreements and the 2013 Concorde Implementation Agreement together provided, until December 31, 2020, the contractual framework for the F1 Championship that was previously set out in the Concorde Agreements.
In August 2020, Formula 1, the FIA and the Formula 1 Teams entered into the 2021 Concorde Agreement, securing the commitment of the Formula 1 Teams to continue participating in the F1 Championship from the 2021 F1

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Championship season to the 2025 F1 Championship season (inclusive), and governing the relationship between the parties during that period.
In 2025, Formula 1, the FIA and the Formula 1 Teams entered into the 2026 Concorde Agreement, securing the commitment of the Formula 1 Teams to continue participating in the F1 Championship from the 2026 F1 Championship season to the 2030 F1 Championship season (inclusive), and governing the relationship between the parties during that period. The 2026 Concorde Agreement is made up of two separate documents: (a) the 2026 Concorde Commercial Agreement between Formula 1 and each of the Formula 1 Teams; and (b) the 2026 Concorde Governance Agreement between Formula 1, the FIA and each of the Formula 1 Teams.
The 2026 Concorde Agreement provides, among other things, for the participation of the Formula 1 Teams in the F1 Championship during the term of that agreement, and provides for Formula 1 to make certain Prize Fund payments to the Formula 1 Teams based on their performance in the Constructors’ Championship and other principles (such as longer term success and heritage in Formula 1).
Key Provisions
As discussed above, the 2026 Concorde Agreement establishes the terms for the Prize Fund, confirms procedures for setting the F1 Championship calendar, and provides for certain termination rights. The 2026 Concorde Agreement establishes rules for the determination of the Prize Fund to be paid to the Formula 1 Teams, which is calculated with reference to a fixed percentage of Formula 1’s Prize Fund Adjusted EBIT (defined by Formula 1 as operating profit adjusted to exclude certain specific, and largely non-cash items). A share of the Prize Fund is paid to Ferrari in recognition of its heritage, with the remainder paid to Formula 1 Teams based on their results in prior Constructors’ Championships (a significant majority of which is based on their position in the prior year’s F1 Championship). Under the 2026 Concorde Agreement, the consent of 70% of the Formula 1 Teams is required for there to be more than 24 Formula 1 Events in a season or if there are to be fewer than eight Formula 1 Events across Europe and North America combined.
The 2026 Concorde Agreement may be terminated with respect to a Formula 1 Team if the Formula 1 Team fails to participate in more than three Formula 1 Events in a season, fails to submit a valid entry for participation in the F1 Championship or becomes insolvent. Formula 1 Teams may terminate their rights and obligations pursuant to the 2026 Concorde Agreement by giving one full season’s written notice to Formula 1, as well as under certain other circumstances, including:
● Formula 1 is unable to pay its debts when they become due;
● Formula 1 fails for three months to pay an aggregate amount due in excess of $10 million to the Formula 1 Team; or
● Upon the occurrence of specified compliance violations or sanctions-related events.

Circuit Rights Agreements
Under circuit rights agreements (the “Circuit Rights Agreements”), Formula 1 acquires from race promoters certain rights to commercially exploit at Formula 1 Events, including the rights to sell trackside advertising and title sponsorship, the right to sell Paddock Club hospitality (other than at three Formula 1 Events) and commercial use of the name of the Formula 1 Event and circuit. In a few cases a cash payment is made for the grant of these circuit rights and in others Formula 1 offers a commission or share of revenue to a race promoter where they have been instrumental in introducing a new sponsor from its territory that purchases a title sponsorship or trackside advertising. Circuit Rights Agreements typically have a term that is tied to the relevant race promoter contract.
Intellectual Property
Formula 1 is the registered owner of a portfolio of trademark registrations and applications, including for the F1 logo, the F1 Championship logo (which is used only in sporting contexts), “Formula One”, “Formula 1”, “F1” and “Grand

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Prix” when used in connection with any of the aforementioned and most of the official Formula 1 Event titles where they are capable of registration.
Formula 1 owns the copyright on footage of each Formula 1 Event since 1981 as well as footage related to a large number of pre-1981 Formula 1 Events. Ownership of this copyright enables Formula 1 to license that footage to broadcasters and to take legal action against infringers of that copyright. Under the 2026 Concorde Agreement, Formula 1 also has the exclusive right, subject to limited exceptions, to use each Formula 1 Team’s intellectual property rights (including image rights) to portray the F1 Championship and/or any Formula 1 Event in any visual form.
Licenses and Permits
Formula 1 is required to obtain permits for the allocation and use of radio frequencies which are necessary for the operation of live camera and other equipment used in the production of live television images and also in live radio communications used by Formula 1, the FIA, the Formula 1 Teams (including car to pit radio transmissions) and the emergency services. Such radio frequency permits are obtained by a dedicated unit in the television production team, with assistance from the local race promoter. Typically, such radio frequency permits are obtained from the relevant governmental authority responsible for licensing the use of radio frequencies in the host country of the relevant Formula 1 Event. The requirements and procedures for obtaining such permits vary by country and they may involve the completion of written formalities or the inspection by the relevant governmental authority of all equipment to be operated with a radio frequency. Permits are typically issued subject to conditions, which Formula 1 has generally been able to satisfy.
Strategy
Formula 1’s goal is to continue scaling and broadening the successful global reach and widespread appeal of the F1 Championship in order to maximize financial performance of the business and the overall value of Formula 1 as a sport. Key factors of this strategy include:
● Maximizing the value of Formula 1’s commercial rights;
o Leveraging high demand and positive competitive tension for Formula 1 Events to ensure the quality and value of every race slot
o Maximizing media rights across markets, including through collaboration with new distribution partners to engage consumers in new and unique ways
o Continuing to grow sponsorship revenue by creating value for global and regional partners through the optimization of physical, virtual and experiential assets on and off the track
o Evolving Formula 1’s hospitality and experience business to continue providing best-in-class Paddock Club experiences, together with new premium offerings
o Deepening fan engagement and cultural relevance through licensing arrangements with the world’s most beloved brands

● Augmenting Formula 1’s diverse and valuable fanbase by expanding the ways in which it interacts with fans driving deeper fan engagement and enhancing access to monetizable fan data;
● Continuing to improve on-track competition and enhance the value of the participating Formula 1 Teams; and
● Improving the environmental and social impact of Formula 1 and its related activities by delivering Net Zero by 2030, leaving a legacy of positive change wherever it races, and building a more diverse and inclusive sport.

MotoGP
MotoGP holds the exclusive commercial rights with respect to the Fédération Internationale de Motocyclisme (“FIM”) Grand Prix World Championship (the “MotoGP Championship”) which is the premier class of motorcycle racing

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globally, consisting of three classes, namely MotoGP, Moto2 and Moto3, as well as other FIM sanctioned motorcycle racing series such as the FIM Superbike World Championship (“WorldSBK”), the FIM Women’s Circuit Racing World Championship (“WorldWCR”) and various junior motorcycle racing championships. The MotoGP Championship is an annual, approximately nine-month long, motorcycle racing competition in which riders compete for the Riders’ Championship, teams (the “MotoGP Teams”) compete for the Teams’ Championship and engine manufacturers compete for the Manufacturers’ Championship. The MotoGP Championship has been held every year since 1949 and is a global series with a varying number of events (“MotoGP Events”) taking place in different countries around the world each season. MotoGP has been the exclusive rights holder of the MotoGP Championship since 1991. In 2025, 22 MotoGP Events took place in 18 countries across Europe, Asia-Pacific, Australia the Middle East and North and South America. In 2025, the MotoGP Championship was followed by hundreds of millions of television viewers in approximately 200 territories and MotoGP Events hosted cumulative live audiences of over 3.6 million across the season.
MotoGP is responsible for the commercial exploitation and development of the MotoGP Championship, in the course of which it coordinates and transacts with the FIM, the global governing body and regulator of motorcycle racing, International Road-Racing Teams Association (“IRTA”), the representing body of the MotoGP Teams in the championship, Motorcycle Sports Manufacturers Association (“MSMA”), the representing body of the MotoGP manufacturers in the MotoGP Championship, the race promoters that stage MotoGP Events, various media organizations worldwide, as well as advertisers and sponsors. MotoGP also performs activities related to critical components of the MotoGP Championship, including filming and providing technical support at MotoGP Events, production of the international television feed and logistics related to the transport of its and the MotoGP Teams’ equipment for overseas MotoGP Events, ensuring high quality and reducing delivery risk around the MotoGP Championship.
MotoGP also generates revenue from a variety of other sources, including the operation of the MotoGP hospitality program, logistical and travel related services for the MotoGP Teams and other third parties, the WorldSBK, Moto2 and Moto3 race series, the WorldWCR and other various junior motorcycle racing championships, various television production and post-production activities, digital and social media activities and revenue from other licensing of the commercial rights associated with the MotoGP brand.
MotoGP recognizes the majority of its revenue and expenses in connection with MotoGP Events that take place in different countries around the world, generally between February and November each year. As a result, the revenue and expenses recognized by MotoGP are generally lower during the first quarter and fourth quarters, as compared to the second and third quarters.
Primary Revenue
MotoGP derives its primary revenue from the commercial exploitation and development of the MotoGP Championship through a combination of media rights, race promotion and sponsorship arrangements. A significant majority of the media rights, race promotion and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts.
Media Rights.  Media rights revenue comprised 41.2% and 44.5% of MotoGP’s total revenue for the years ended December 31, 2025 and 2024, respectively. MotoGP licenses rights to broadcast MotoGP Events on television and other media platforms in specified countries or regions and in specified languages. Media rights revenue is also derived from subscription revenue from MotoGP’s own direct-to-consumer over-the-top broadcast product, VideoPass, and other related services, the origination of program footage, footage from MotoGP’s archives and the licensing of other ancillary media rights. Contracts with broadcasters, referred to as television rights agreements (“MotoGP TRAs”), typically have a term of three to five years. While annual fees from broadcasters may stay constant, they often increase each year during the term of the MotoGP TRA by varying amounts. MotoGP’s media rights revenue is primarily generated from: (a) free-to-air television broadcasts, which are received by the end user without charge (other than any television license fee), and non-premium cable, satellite and other broadcasts, which are received as part of a subscriber’s basic package (together, “free-to-air television”); (b) premium and pay-per-view cable and satellite broadcasts, where the subscriber pays a premium fee to receive programming on a package (“pay television”) and (c) subscription revenue from VideoPass. In 2025, MotoGP had 19 free-to-air television agreements and 45 pay television agreements, including multi-territory agreements, covering both free-to-air and pay television. MotoGP’s key broadcasters include DAZN (pay television) in

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Spain and d/b/a Fox Sports (free to air) in Australia, Sky Italia (pay television) in Italy, Canal+ (pay television) in France, TNT Sports (pay television) in the U.K., SPOTV (pay television) and Trans7 (free-to-air) in Indonesia, Ziggo Sport (pay television) in the Netherlands and ServusTV (free-to-air) in Austria.
Race Promotion. Race promotion revenue comprised 33.7% and 28.6% of MotoGP’s total revenue for the years ended December 31, 2025 and 2024, respectively. MotoGP grants to race promoters the rights to host, stage and promote each MotoGP Event pursuant to contracts that typically have an initial term of five to ten years. For established MotoGP Events, the duration of subsequent renewals is more variable according to local market conditions. These contracts may allow for flat fees over the term, but more typically they include annual fee escalators over the life of the contract, which are typically based on annual movement in a selected consumer price index or fixed percentages.
Race promoters are generally circuit owners, recognized national motorcycle federations, specialized event management organizations or governmental agencies. Race promoters generate revenue from ticket sales and sometimes from concessions, secondary hospitality offerings (other than VIP Village), local sponsorship opportunities and on-site activations. Tickets are sold by the promoters for the entire MotoGP Event weekend or individual days. Under race promotion contracts, MotoGP reserves its commercial rights derived from the FIM Agreement (as defined below) and grants the promoter some commercial rights relating to the MotoGP Event (agreed on a case-by-case basis) which generally include the ticketing rights, the right to sell certain advertising spaces/support, the right to stage promotional activities during the MotoGP Event, the right to sell hospitality and commercial use of the name of the MotoGP Event for the promotion of the MotoGP Event.
Sponsorship. Sponsorship revenue comprised 12.7% and 13.3% of MotoGP’s total revenue for the years ended December 31, 2025 and 2024, respectively. Sponsorship fees are earned from the sale of MotoGP Championship and MotoGP Event-related advertising and sponsorship rights and the servicing of such rights and rights to advertise on MotoGP’s digital platforms. In addition, sponsors can acquire status as an Official Supplier to MotoGP. These advertiser and sponsor contracts typically have a term of one to five years. Payments often increase each year based on a fixed percentage.
Other Revenue
The remainder of MotoGP’s revenue is typically from other motorcycle racing championships, including WorldSBK, hospitality (inclusive of the sale of tickets to the MotoGP VIP Village and MotoGP Premier hospitality programs at most MotoGP Events) and other licensing opportunities.
Key Relationships and Agreements
MotoGP’s business is built on a number of key relationships with the FIM, IRTA, MotoGP Teams, Riders, MSMA and MotoGP’s principal commercial partners.
FIM
The FIM is the governing body for world motorcycle racing and as such, is solely responsible for regulating the sporting, technical and safety aspects of the MotoGP Championship, including those applicable to race circuits used by race promotors. The FIM regulates all international motorcycle racing, with the MotoGP Championship being the most prominent. In addition, the FIM approves the calendar for the MotoGP Championship each year based on the agreed race promotor contracts for the coming season.
IRTA
In February 2021, MotoGP and IRTA entered into an agreement (the “2022 IRTA Agreement”), securing the commitment of the MotoGP Teams to continue participating in the MotoGP Championship from January 1, 2022 until December 31, 2026, and governing the relationship between the parties during that period.

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IRTA is the body responsible for representing the interests of MotoGP Teams. It is responsible primarily for oversight of safety and sporting decision making in conjunction with the FIM as well as the governance of financial payments to the MotoGP Teams (as well as the payments to Moto2 and Moto3 classes of racing) for their participation in the MotoGP Championship, with both a fixed and variable portion of the payments. The variable portion of the payments varies based on MotoGP Event number and mix and grows annually in line with inflation. Under the terms of the 2022 IRTA Agreement, IRTA is entitled to receive payments from MotoGP for their services, including securing and ensuring participation of the MotoGP Teams.
MotoGP Teams
The MotoGP Teams are the participants in the MotoGP Championship and MotoGP Events, competing for the annual Teams’ Championship, and their riders compete for the annual Riders’ Championship. There were 11 MotoGP Teams competing in the 2025 MotoGP Championship. Currently, the MotoGP Teams are supplied engines by one of Aprilia, Ducati, Honda, KTM or Yamaha, who compete for the annual Manufacturers’ Championship.  MotoGP has no direct or indirect ownership interest in any MotoGP Team, nor does it have any contractual arrangements with the riders, who are all employed or contracted directly by the MotoGP Teams. Each MotoGP Team is responsible for securing its own riders and funding the costs of competing in the MotoGP Championship. They receive team payments from IRTA, as well as sponsorship and advertising revenue from their own partners. The 2022 IRTA Agreement between MotoGP and IRTA defines the terms of the MotoGP Teams’ participation in the MotoGP Championship.
Riders
One of the distinctive features of the MotoGP Championship is the athletic capability and daring nature of its riders. Riders in the MotoGP Championship are highly competitive on track and form the foundation of the entertainment of the sport. The success of a local rider can impact the television viewership and revenue generated from that country or region. For this reason, MotoGP encourages the development of riders from other strategic markets. Moto2, Moto3 and MotoGP-led junior championships provide the training ground and final stepping stones to the MotoGP Championship for these riders. All riders are employed or contracted by the MotoGP Teams and have no contractual relationship with MotoGP.
MSMA
MSMA is the body responsible for representing the interests of manufacturers participating in the MotoGP Championship. It is responsible primarily for certain technical decision making in the MotoGP Championship. Together with members of the FIM, MotoGP and IRTA, members of MSMA make up a body called the Grand Prix Commission which is the rule-setting body of the MotoGP Championship.
Key Commercial Agreements
Under an agreement (the “FIM Agreement”) between MotoGP and the FIM, MotoGP was granted the exclusive right to commercially manage, promote and organize the MotoGP Championship, and all of the FIM’s rights with respect to certain intellectual property related thereto. The FIM Agreement, which expires on December 31, 2060, sets forth MotoGP’s exclusive commercial rights to the MotoGP Championship.
MotoGP has commercial agreements with IRTA (the “IRTA Agreements”), which include the 2022 IRTA Agreement. IRTA represents all of the MotoGP Teams, and, pursuant to the IRTA Agreements, it provides MotoGP with services ensuring the participation of a minimum number of riders in the MotoGP, Moto2 and Moto3 classes of the MotoGP Championship. IRTA is responsible for contracting with the MotoGP Teams and each MotoGP Team’s respective riders on an annual basis. Additionally, IRTA is responsible for providing certain operational services to MotoGP, including liaising with major technical providers of the MotoGP Championship and management of the paddock area during MotoGP Events. Pursuant to the IRTA Agreements, MotoGP is granted the collective MotoGP Teams’ intellectual property rights (including image rights) to portray the MotoGP Championship and/or any MotoGP Event in any visual form and for the production of the MotoGP Championship merchandise, among other commercial purposes.

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Intellectual Property
MotoGP is the registered owner of a portfolio of trademark registrations and applications, including the MotoGP logo. MotoGP owns the copyright on footage of each MotoGP Event since 1994. Ownership of this copyright enables MotoGP to license that footage to broadcasters and to take legal action against infringers of that copyright. Under the IRTA Agreement, MotoGP also has the exclusive right, subject to some exceptions, to use each collective MotoGP Team’s intellectual property rights (including image rights) to portray the MotoGP Championship and/or any MotoGP Event in any visual form.
Licenses and Permits
MotoGP is required to obtain permits for the allocation and use of radio frequencies which are necessary for event management, the operation of live camera and other equipment used in the production of live television images, such as drones and/or helicopters. Such radio frequency permits are obtained by a dedicated unit in the television production team, with assistance from the local race promoter. Typically, such permits are obtained from the relevant governmental authority responsible for licensing the use of radio frequencies and flight operations in the host country of the relevant MotoGP Event. The requirements and procedures for obtaining such permits vary by country and they may involve the completion of written formalities or the inspection by the relevant governmental authority of all equipment to be operated. Permits are typically issued subject to conditions, which MotoGP has generally been able to satisfy.
MotoGP oversees and coordinates the planning and execution of events across multiple international jurisdictions. While the responsibility for obtaining and maintaining the necessary licenses, permits, and approvals to lawfully conduct each race weekend rests with the local promoters and organizers, MotoGP supervises and ensures that all required authorizations and regulatory conditions are in place. This oversight is critical to ensuring that each event is conducted in full compliance with applicable local laws and regulations.

The safety and medical homologation of each race track, which certifies that a circuit meets the technical, safety, and operational standards required to host a MotoGP Event or WorldSBK event, is the sole responsibility of the FIM. MotoGP and WorldSBK, as global organizers, rely on the FIM’s homologation process and ensure through supervision and coordination with local promoters that all other operational and regulatory requirements are in place to conduct the event in full compliance with applicable local laws and regulations.
Strategy
MotoGP’s goal is to strengthen brand awareness, increase global reach, expand the fan base and continue to scale the monetization of the business. Key factors of this strategy include:
● Growing MotoGP in markets where it is not traditionally present and expanding global cultural relevance, including through better storytelling of the sport, MotoGP Teams and riders;

● Maximizing the value of MotoGP’s commercial rights by leveraging improved brand awareness to, among other things, enhance demand for media rights, increase interest in and competition for race slots and attract a broader array of partners to expand sponsorship revenue opportunities;

● Transforming races to attract and engage fans through enhancing onsite fan experience, elevating global standards of event production and strengthening circuit collaboration with promoters;
● Innovating the sport to ensure MotoGP maintains its on-track competitive balance and safety levels and continues to engage and excite fans;
● Cultivating a sustainable pipeline of future athlete talent to diversify riders outside of Spain/Italy and raising rider profiles to increase their global relevance; and

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● Enhancing the environmental and social impact of MotoGP through a dual approach focused on collaboration with local promoters to implement sustainable event management practices and provide benefit to local communities and collaboration with manufacturers and partners to develop market-ready solutions for sustainability and road safety.

Other Minority Investments
We also own a portfolio of minority equity investments in private companies. These non-core assets may be monetized in the future, potentially through derivative and structured transactions as well as sales.
Regulatory Matters
The operations and business of Formula 1 and MotoGP are subject to European and national competition laws which require Formula 1 and MotoGP at all times to ensure its business practices and agreements are consistent with the operation of competitive markets.
Following an investigation by the European Commission (“E.C.”) into the commercialization of Formula 1 and related agreements in 1999, Formula 1 modified certain of its business practices and changed the terms of a number of its commercial contracts with Formula 1 Teams, broadcasters, promoters and the FIA. In October 2001, the E.C. issued two comfort letters to Formula 1 stating that it was no longer under investigation. Comfort letters are not binding on the E.C. and if it believes that there has been a material change in circumstances, further enforcement action could be taken. The E.C. issued a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing the 2001 comfort letters and that it had ended its monitoring of Formula 1’s compliance.
MotoGP’s operations, including the planning, promotion, and execution of MotoGP Events and other events, are subject to extensive regulation in the countries and jurisdictions in which it operates. MotoGP is generally required to comply with Spanish and European laws and regulations and, when hosting events in other countries, MotoGP adapts to applicable local requirements. Such regulations cover a range of areas that are critical to the safe and lawful conduct of MotoGP’s business.
Competition
With respect to Formula 1 and MotoGP, the F1 Championship and the MotoGP Championship compete with many alternative forms of entertainment, such as other sporting and live events, for television and online viewership, live event attendance and advertising and media rights opportunities. For example, Formula 1 and MotoGP compete for media rights and advertising opportunities with many forms of audio visual entertainment, other global and regional sports rights holders such as the Olympic Games, FIFA World Cup, Champions League, La Liga and Premier League, among many others.
Human Capital Resources
General
As of December 31, 2025, we had 74 corporate employees, and our consolidated subsidiaries had an aggregate of approximately 1,600 full and part-time employees. We believe that our employee relations are good.
Liberty and its subsidiaries strive to create diverse, inclusive and supportive workplaces, with opportunities for employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between employees and their communities.

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Talent Development
Liberty fosters a strong learning culture by investing in our employees and empowering them to participate in opportunities for personal and professional growth. Some of these opportunities (which vary across our company and our subsidiaries) include tuition reimbursement for professional related coursework, executive and career coaching, paid professional seminars, paid membership in professional organizations, on-site lunch and learn educational meetings and internally led presentations on industry topics.
Diversity, Equity and Inclusion
Liberty strives to cultivate a culture that provides a sense of belonging and inclusiveness. Our Company respects diversity and the unique perspectives, ideas, skills and abilities of our employees that lead our Company to achieve better business results. To reinforce this commitment to inclusion and diversity at the corporate level, Liberty supports domestic partner benefits, paid parental leave, fertility benefits, flexible work arrangements, on-going training, mentorship for female leaders and quarterly town-hall meetings with our Chief Executive Officer.
Similarly, our subsidiaries have undertaken their own individual commitments to developing a diverse workforce. Through its efforts to develop diversity within motorsport, Formula 1 seeks to find the next generation of talent emerging from underrepresented backgrounds. Following the launch of the Formula 1 Engineering Scholarship Program in 2021, Formula 1 has supported 50 students in either their undergraduate or post-graduate engineering degrees at leading universities in the U.K. and Italy, and is in early discussions with the participating universities to extend the program beyond the 2028/2029 academic year. In 2023, Formula 1 launched the F1 Academy series, an all-female driver category, to develop and prepare young female drivers to progress to higher levels of competition. In 2025, the F1 Academy series was featured as a support race at seven Formula 1 Events. As part of a wider program of diversity and inclusion initiatives, Formula 1 has also committed to creating employment opportunities for those from disadvantaged socio-economic backgrounds by offering apprenticeships and internships across the business.
The Road to MotoGP program provides hundreds of young riders an opportunity to excel in motorcycle racing by increasing access to the sport. On track, riders have the chance to compete equally, foster their skills and learn sporting values. Off track, they also get the chance to improve their English and communication skills, and work with rider coaches and support teams.
Compensation and Benefits
Liberty and its subsidiaries aim to provide attractive compensation and benefits programs for their employees. In addition to salaries, these programs (which vary across our company and our subsidiaries) may include, among other items, bonuses, stock awards, 401(k) plans, non-qualified deferred compensation plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid parental leave, advocacy resources, flexible work schedules and employee assistance programs.
Available Information
All of our filings with the Securities and Exchange Commission (the “SEC”), including our Form 10-Ks, Form 10-Qs and Form 8-Ks, as well as amendments to such filings are available on our Internet website free of charge generally within 24 hours after we file such material with the SEC. Our website address is www.libertymedia.com.
Our corporate governance guidelines, code of business conduct and ethics, compensation committee charter, nominating and corporate governance committee charter, and audit committee charter are available on our website. In addition, we will provide a copy of any of these documents, free of charge, to any shareholder who calls or submits a request in writing to Investor Relations, Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (877) 772-1518.
The information contained on our website and the websites of our subsidiaries mentioned throughout this report is not incorporated by reference herein.

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Item 1A. Risk Factors.
An investment in our common stock involves risk. Before investing in our common stock, in addition to the other information described in Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of Part II, you should carefully consider the following risks. Such risks are not the only ones that relate to our businesses and capitalization. The risks described below are considered to be the most material. However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our businesses. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. If any of the events described below or in the documents incorporated by reference herein were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected, which in turn could have a material adverse effect on the value of our common stock.
Risks Relating to our Corporate History, Macroeconomic Conditions and Industry

Our businesses may not realize the benefits of acquisitions or other strategic investments and initiatives.
Our business strategy and that of our subsidiaries may include selective acquisitions, other strategic investments and initiatives that allow them to expand their business. The success of any acquisition, including the acquisition of MotoGP, depends upon effective integration and management of acquired businesses and assets into the acquirer’s operations, which is subject to risks and uncertainties, including the realization of the growth potential, any anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns and undisclosed or potential legal liabilities of acquired businesses or assets.
The unaudited pro forma financial information of the Company and MotoGP included in this Annual Report on Form 10-K is presented for illustrative purposes only and does not purport to represent the actual results of operations of the Company or MotoGP had the acquisition of MotoGP occurred on January 1, 2024, or to project the results of operations of the Company for any future periods. 
The unaudited pro forma financial information of the Company and MotoGP included in this Annual Report on Form 10-K is presented for illustrative purposes only and does not purport to represent the actual results of operations of the Company or MotoGP had the acquisition of MotoGP occurred on January 1, 2024, or to project the results of operations of the Company for any future periods. The pro forma financial information was prepared based on historical financial information of MotoGP assuming the acquisition of MotoGP took place on January 1, 2024 and includes certain adjustments based on preliminary allocations. Additionally, the pro forma adjustments are based on available information and certain assumptions that our management believes are reasonable. The pro forma adjustments are directly attributable to the acquisition and are expected to have a continuing impact on the results of operations of the Company. 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. In addition, future results may differ significantly from those reflected in such pro forma financial information, which does not give effect to the potential impact of current financial conditions, or any anticipated revenue enhancements, cost savings or operating synergies that may result from the acquisition of MotoGP. Further, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors, including those risks described below, may affect the Company’s and MotoGP’s financial condition or results of operations.
Weak and uncertain economic conditions may reduce consumer demand for products, services and events offered by our businesses.
A weak or uncertain economy in the U.S. or globally could adversely affect demand for our products, services and events. Economic tensions and changes in international trade policies, including, for example, the widespread tariffs announced by the U.S. on its major trading partners, higher tariffs on imported goods and materials and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), have increased inflationary cost pressures and recessionary fears. A substantial portion of our revenue is derived from

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discretionary spending by individuals, which typically falls during times of economic recession or instability. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Accordingly, the ability of our businesses to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflationary pressures, which have been significant and remain significant, may increase operational costs, including labor costs, and elevated interest rates or any future increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. We currently are unable to predict the extent of any of these potential adverse effects.
Our Company has overlapping directors with QVC Group, Liberty Broadband, GCI Liberty and Liberty Live and overlapping management with Liberty Broadband, GCI Liberty and Liberty Live, which may lead to conflicting interests.
As a result of transactions between 2011 and 2025 that resulted in the separate corporate existence of our Company, QVC Group, Liberty Broadband, GCI Liberty and Liberty Live, certain executive officers and directors of our Company also serve as executive officers and directors of Liberty Broadband, GCI Liberty and Liberty Live, and there are overlapping directors at QVC Group. Our executive officers and members of our board of directors (the “Board of Directors”) have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at QVC Group, Liberty Broadband, GCI Liberty or Liberty Live have fiduciary duties to that applicable company’s or companies’ stockholders. For example, there may be the potential for a conflict of interest when our Company, QVC Group, Liberty Broadband, GCI Liberty or Liberty Live pursues acquisitions and other business opportunities that may be suitable for each of them. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Moreover, most of our Company’s directors and officers continue to own QVC Group, Liberty Broadband, GCI Liberty and/or Liberty Live stock and options to purchase stock in those companies. These ownership interests could create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for our Company, QVC Group, Liberty Broadband, GCI Liberty and/or Liberty Live. Any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K under the Securities Act of 1933, as amended) is subject to review by an independent committee of the applicable issuer’s board of directors in accordance with its corporate governance guidelines. Each of Liberty Broadband, GCI Liberty and Liberty Live has renounced its rights to certain business opportunities and its respective restated certificate of incorporation contains provisions deeming directors and officers not to be in breach of their fiduciary duties in certain cases where a corporate opportunity is directed to another person or entity (including our Company, QVC Group, Liberty Broadband, GCI Liberty and Liberty Live) instead of such company. Other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with QVC Group, Liberty Broadband, GCI Liberty, Liberty Live and/or their respective subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to our Company, QVC Group, Liberty Broadband, GCI Liberty, Liberty Live or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.
Both of our operating subsidiaries have operations outside of the U.S. that are subject to numerous operational risks.
Both of our operating subsidiaries have operations in countries other than the U.S. In many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the Foreign Corrupt Practices Act and similar laws. Although our operating subsidiaries have undertaken compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource certain of their business operations, may take actions in violation of their policies and procedures. Any such violation, even if prohibited by the policies and procedures of these subsidiaries or the law, could have certain adverse effects on the financial condition and reputation of these subsidiaries. Any failure by these subsidiaries to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.

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We may be subject to significant tax liabilities related to the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off.
In connection with the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off, we received opinions of our tax counsel to the effect that, for U.S. federal income tax purposes, each of the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off will qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”) to Liberty and to former holders of Liberty SiriusXM common stock and Liberty Live common stock, respectively. We did not obtain private letter rulings from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax treatment of the Liberty Sirius XM Holdings Split-Off or the Liberty Live Split-Off. Opinions of counsel are not binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the conclusions reached in such opinions or that a court would not sustain such a challenge. If it is determined that the Liberty Sirius XM Holdings Split-Off and/or the Liberty Live Split-Off do not qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, we and the former holders of Liberty SiriusXM common stock and/or Liberty Live common stock who received common stock of Liberty Sirius XM Holdings in the Liberty Sirius XM Holdings Split-Off or of Liberty Live Holdings in the Liberty Live Split-Off could incur significant tax liabilities.
Even if the Liberty Sirius XM Holdings Split-Off and Liberty Live Split-Off otherwise qualify under Section 355, Section 368(a)(1)(D), and related provisions of the Code, the Liberty Sirius XM Holdings Split-Off and/or Liberty Live Split-Off would result in a significant U.S. federal income tax liability to us (but not to former holders of Liberty SiriusXM common stock or Liberty Live common stock, respectively) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of (a) our Company or Liberty Sirius XM Holdings (or any successor corporation) as part of a plan or series of related transactions that includes the Liberty Sirius XM Holdings Split-Off or (b) our Company or Liberty Live Holdings (or any successor corporation) as part of a plan or series of related transactions that includes the Liberty Live Split-Off. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinions of tax counsel described above, we, Liberty Sirius XM Holdings or Liberty Live Holdings might inadvertently cause or permit a prohibited change in our, Liberty Sirius XM Holdings’, or Liberty Live Holdings’ ownership to occur, thereby triggering tax liability to us.
Prior to the Liberty Sirius XM Holdings Split-Off and Liberty Live Split-Off, we entered into tax sharing agreements with Liberty Sirius XM Holdings and Liberty Live Holdings, respectively. Under our tax sharing agreement with Liberty Sirius XM Holdings, our Company is generally responsible for taxes and losses resulting from the failure of the Liberty Sirius XM Holdings Split-Off to qualify as a tax-free transaction, subject to certain exceptions for which Liberty Sirius XM Holdings is required to indemnify us, including certain taxes and losses that (a) result primarily from the breach of certain covenants made by Liberty Sirius XM Holdings or the failure of certain representations made by Sirius XM Holdings to be true and correct, or (b) result from the application of Section 355(e) of the Code to the Liberty Sirius XM Holdings Split-Off as a result of the treatment of the Liberty Sirius XM Holdings 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 the stock of Liberty Sirius XM Holdings (or any successor corporation). Under our tax sharing agreement with Liberty Live Holdings, Liberty Live Holdings is generally responsible for, and is required to indemnify us for, taxes and certain losses resulting from the Liberty Sirius XM Holdings Split-Off which are not allocated to and paid by Liberty Sirius XM Holdings pursuant to our tax sharing agreement with Liberty Sirius XM Holdings, subject to certain exceptions. Additionally, under our tax sharing agreement with Liberty Live Holdings, Liberty Live Holdings is required to indemnify our Company  for taxes and certain losses resulting from the failure of the Liberty Live Split-Off to qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, except to the extent that such taxes and losses (a) result primarily from the breach of certain covenants made by us, or (b) result from the application of Section 355(e) of the Code to the Liberty Live Split-Off as a result of the treatment of the Liberty Live 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 the stock of our Company (or any successor corporation). In each case, as the taxpaying entity, we are subject to the risk of non-payment by Liberty Sirius XM Holdings or Liberty Live Holdings of their respective indemnification obligations under the tax sharing agreements.

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To preserve the tax-free treatment of the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off, we may determine to forgo certain transactions that might have otherwise been advantageous to our Company, including certain asset dispositions or other strategic transactions for some period of time following the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off. In addition, our potential tax liabilities related to the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off might discourage, delay or prevent a change of control transaction for some period of time following the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off.
The degradation, failure or misuse of the Company’s information systems could cause a disruption of services or improper loss, use and disclosure of personal data or other confidential information, resulting in increased costs, liabilities or loss of revenue.

Cloud services, information systems and other technologies that we or our vendors or other partners use are critical to our business activities, and shutdowns or disruptions of, and cybersecurity threats and cybersecurity incidents on, such systems pose increasing risks. Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, have occurred in the past and may in the future affect the systems and services we utilize and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such information systems. The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence and machine learning may intensify the risks of cybersecurity threats and cybersecurity incidents. While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate the risks of cybersecurity threats and cybersecurity incidents, including unauthorized access or misuse, as discussed under Item 1C of this Annual Report on Form 10-K, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and cybersecurity incidents and there can be no assurance that we will not experience a material cybersecurity incident. In addition, third party service providers, such as telecommunications and cloud services providers, have been subject to increasing cyberattacks from state-sponsored threat actors that could materially impact our information systems and operations. Any cybersecurity incident could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue of Formula 1 and MotoGP, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any cybersecurity incidents and claims, investigations, penalties, fines, damages or settlements arising from cybersecurity incidents. The Company may not have adequate insurance coverage to compensate it for any losses that may occur.
Formula 1 and MotoGP have been, and may in the future be, materially impacted by a pandemic or epidemic, such as COVID-19.
Although Formula 1 and MotoGP saw a return to normal business operations, schedules and events following the COVID-19 pandemic, it is unclear whether and to what extent a future pandemic or epidemic will impact the use of and/or demand for the entertainment, events and services provided by these businesses and demand for sponsorship and advertising assets. If these businesses face cancelled events, closed venues and reduced attendance, as was the result of the COVID-19 pandemic, the impact may substantially decrease our revenue. For example, due to the revenue reductions caused by COVID-19 in 2020 and 2021, these businesses looked to reduce expenses and they may not be able to reduce expenses to the same degree as any decline in revenue due to any future pandemic or epidemic, which may adversely affect our results of operations and cash flow.
In addition, our businesses are particularly sensitive to reductions in travel and discretionary consumer spending. We cannot predict the time period over which our businesses would be impacted by a future pandemic or epidemic. Over

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the long-term, a future pandemic or epidemic could impede economic activity in impacted regions or globally, causing a global recession, leading to a further decline in discretionary spending on sports and entertainment events and other leisure activities, which could result in long-term effects on our businesses.
For the reasons set forth above and other reasons that may come to light as a result of a future pandemic or epidemic, we cannot reasonably estimate the impact to our future revenue, results of operations, cash flows or financial condition, but such impacts have been, and may in the future be, significant and could have a material adverse effect on our business, revenue, results of operations, cash flows and financial condition.
We may have future capital needs and may not be able to obtain additional financing on acceptable terms and/or may not be able to obtain cash in amounts sufficient to service our corporate-level debt and other financial obligations.
As of December 31, 2025, we had approximately $499 million principal amount of corporate-level debt outstanding, consisting of $475 million outstanding under our 2.25% Convertible Senior Notes due 2027 and $24 million of other obligations. Our ability to meet our financial obligations will depend on our ability to access cash.  Our primary sources of cash include our available cash balances, dividends and interest from our businesses and proceeds from asset sales. Further, our ability to receive dividends, payments or advances from our businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they may be or may become subject and the terms of their own indebtedness. The agreements governing such indebtedness (including the debt instruments of certain subsidiaries of Delta Topco, the parent company of Formula 1, and the debt instruments of MotoGP) restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to stockholders, non-wholly owned subsidiaries or our partners. We generally do not receive cash, in the form of dividends, loans, advances or otherwise from any of our subsidiaries.  Accordingly, our ability to obtain significant financing in the future, on favorable terms or at all, may be limited. In addition, the global economy has experienced significant volatility and disruptions, including diminished liquidity and credit availability and elevated interest rates, and any future financings or refinancings could be more costly. If debt financing is not available to us in the future, we may obtain liquidity through the sale of debt or equity securities, or we may issue equity securities. 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 develop our businesses properly, 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 Our Businesses
There could be a decline in the popularity of Formula 1 or MotoGP, which may have a material adverse effect on Formula 1 or MotoGP’s ability to exploit its commercial rights to the F1 Championship or the MotoGP Championship, respectively.
The success of Formula 1 and MotoGP’s businesses and their ability to profitably renew or enter into beneficial new commercial arrangements, including race promotion, media rights and sponsorship contracts, is largely dependent upon the continued popularity of the F1 Championship and the MotoGP Championship, respectively. Similarly, the sponsorship and other revenue generation of the Formula 1 Teams and MotoGP Teams (together with the Formula 1 Teams, the “Teams”) are dependent on such continued popularity and, if such revenue decreased, it may impact their ability or willingness to continue participating in the F1 Championship or MotoGP Championship, respectively. The popularity of Formula 1 and MotoGP globally and in particular countries and regions may be influenced by competition from any rival championship and other forms of motor sport or similar entertainment that challenge Formula 1 and MotoGP’s respective positions and reputation as the pinnacle of their respective world motor sports, the continued participation of the leading Teams, the perceived entertainment value of the F1 Championship and the MotoGP Championship, changes in societal views on automobiles and motorcycles more generally and an unfavorable economic climate that may discourage fans from attending Formula 1 Events and/or MotoGP Events (together with Formula 1 Events, “Events”) or make it more difficult to expand into new markets, all of which could change rapidly and cannot be predicted. See “-Rival motor sport events could be established involving existing Teams or different teams, or existing Teams may divert their resources to participate in another motor sport event, which could lead to fewer Teams and race circuits being involved in Formula 1 or MotoGP, or a Team’s primary engagement in motor sport being in another motor sport event, either of which could

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diminish the competitive position of Formula 1 and/or MotoGP.” Formula 1 and MotoGP also face stiff competition from other live sporting events, and with sporting events delivered over television networks, radio, the Internet and online services, mobile applications and other alternative sources, as well as from the availability of alternative forms of entertainment and leisure activities. Formula 1 and MotoGP each compete for attendance, viewership and advertising with a wide range of alternatives. As a result of the large number of options available, Formula 1 and MotoGP face strong competition for the attention of sports fans.
Further, a scandal that undermines the credibility of either sport, such as a race fixing scandal or accident could also adversely affect the popularity of Formula 1 or MotoGP. In particular regions, the popularity of the F1 Championship and the MotoGP Championship varies depending upon the participation and performance of drivers/riders and Teams from that region. There is no assurance that Formula 1 or MotoGP will be able to compete effectively with other forms of sports or entertainment or that either the F1 Championship or the MotoGP Championship will maintain its popularity either globally or in any particular country or region. Any decrease in the continued popularity of the F1 Championship or the MotoGP Championship may affect Formula 1 or MotoGP’s ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1 or MotoGP’s respective businesses, financial conditions, results of operations and prospects, and in turn materially and adversely affect the Company.
Termination of the 100-Year Agreements could cause Formula 1 to discontinue its operations.
Under the 100-Year Agreements, entered into by Formula 1 and the FIA in 2001, Formula 1 was granted an exclusive license with respect to all of the commercial rights to the F1 Championship, including its trademarks. This license, which took effect on January 1, 2011 and will expire on December 31, 2110, maintains Formula 1’s exclusive commercial rights to the F1 Championship which Formula 1 held under previous agreements with the FIA, among other things. The license under the 100-Year Agreements is critical to the ongoing operation of Formula 1’s business. Formula 1’s rights under these agreements can be terminated by the FIA if Formula 1 materially breaches the relevant agreements (with certain of such breaches subject to certain cure rights), undergoes an unpermitted change of control, interferes with certain of the FIA’s rights under the 100-Year Agreements or experiences certain insolvency events. If Formula 1’s license under the 100-Year Agreements was terminated in accordance with its terms or the FIA or another person successfully challenged the validity of that license (or the 100-Year Agreements as a whole), it could cause Formula 1 to discontinue its operations, lead to the termination of substantially all of Formula 1’s commercial contracts, prevent Formula 1 from exploiting the commercial rights to the F1 Championship and require Formula 1 to discontinue use of the F1 Championship trademarks and other intellectual property rights, which would materially and adversely affect the Company.
Termination of the FIM Agreement could cause MotoGP to discontinue its operations.

Under the FIM Agreement, MotoGP was granted the exclusive right to commercially manage, promote and organize the MotoGP Championship, and all of the FIM’s rights with respect to certain intellectual property related thereto. The FIM Agreement, which will expire on December 31, 2060, sets forth MotoGP’s exclusive commercial rights to the MotoGP Championship. The rights granted under the FIM Agreements are critical to the ongoing operation of MotoGP’s business. MotoGP’s rights under the FIM Agreement can be terminated by the FIM if MotoGP materially breaches the relevant agreements (with certain of such breaches subject to certain cure rights) or undergoes an unpermitted change of control. If the FIM Agreement were terminated in accordance with its terms or the FIM or another person successfully challenged the validity of the rights granted thereunder (or the FIM Agreement as a whole), it could cause MotoGP to discontinue its operations, lead to the termination of substantially all of MotoGP’s commercial contracts, prevent MotoGP from exploiting the commercial rights to the MotoGP Championship and require MotoGP to discontinue use of the MotoGP logo and other intellectual property rights, which would materially and adversely affect the Company.
Formula 1 Teams may, in certain circumstances, terminate their existing commitment to participate in the F1 Championship or breach their obligations and withdraw.
Formula 1’s ability to effectively stage the F1 Championship depends on the ongoing involvement of its participants. Pursuant to the 2026 Concorde Commercial Agreement, each of the current 11 Formula 1 Teams have

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committed to participate in the F1 Championship until December 31, 2030, subject to earlier termination upon the occurrence of certain events. Formula 1 cannot provide assurance that any of the Formula 1 Teams will commit to participate in the F1 Championship beyond 2030 on terms acceptable to Formula 1 or at all, or that the FIA will enter into a subsequent Concorde Governance Agreement beyond 2030 on terms acceptable to Formula 1 or at all. If any of the Formula 1 Teams cease to participate in the F1 Championship, Formula 1 may attempt to encourage new entrants to the F1 Championship; however, there is no assurance Formula 1 will be successful in attracting new entrants. If such departing Formula 1 Teams were not replaced, it would result in fewer competitors in the F1 Championship as compared to recent seasons, which may impact the perceived entertainment value of the Formula 1 Events.
Even if a Formula 1 Team has committed to participate in the F1 Championship it may be able to exercise termination rights under the 2026 Concorde Commercial Agreement in certain circumstances and withdraw. For additional information regarding the 2026 Concorde Commercial Agreement, see “ Item 1. Business—Formula 1 — Key Commercial Agreements — Key Provisions .”
A lesser number of Formula 1 Teams may reduce the popularity of Formula 1 which may affect its ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1’s business, financial condition, results of operations and prospects, and in turn may materially and adversely affect the Company.
Termination of the IRTA Agreements could cause MotoGP to discontinue its operations, and a reduction in the number of MotoGP Teams could reduce the appeal of the MotoGP Championship.

MotoGP’s ability to effectively stage the MotoGP Championship currently depends on the ongoing involvement of its participants. Pursuant to the 2022 IRTA Agreement, IRTA, representing all of the MotoGP Teams, agreed to provide MotoGP with services through the end of the 2026 season, subject to earlier termination upon the occurrence of certain events. Although MotoGP and IRTA are currently negotiating terms for the participation of IRTA and the MotoGP Teams for the 2027-2031 period, MotoGP cannot provide assurance that IRTA or any of the MotoGP Teams will commit to participate in the MotoGP Championship beyond the 2026 season, or that IRTA will enter into a subsequent agreement beyond 2026. In addition, any negotiation for an extension to the terms of the 2022 IRTA Agreement or the other IRTA Agreements could result in less favorable terms to MotoGP. Pursuant to the 2022 IRTA Agreement, IRTA is responsible for contracting with the MotoGP Teams and each MotoGP Team’s respective riders on an annual basis. Failure on the part of IRTA to satisfy such obligations may reduce the popularity of MotoGP, affecting MotoGP’s ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect the Company.
A lesser number of teams may reduce the popularity of MotoGP, which may affect its ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect MotoGP’s business, financial condition, results of operations and prospects, and in turn may materially and adversely affect the Company.
The FIA may take actions that are not in Formula 1’s interest.
The FIA is the governing body of the F1 Championship and a party to the 100-Year Agreements, the 2013 Concorde Implementation Agreement and the 2026 Concorde Governance Agreement. In its capacity as the governing body of the F1 Championship, the FIA must place safety and other sporting concerns over Formula 1’s commercial interests. As a result, the FIA may take actions with respect to safety and sporting standards and regulations that conflict with Formula 1’s interests as the commercial rights holder, including by increasing the cost to Formula 1 Teams of participating in the F1 Championship, diminishing the visual and sonic spectacle of applicable Formula 1 Events, imposing fines on or excluding applicable Formula 1 Teams, cancelling or delaying an applicable Formula 1 Event, withholding approval for the staging of an applicable Formula 1 Event, a new circuit or Formula 1’s proposed season calendar or establishing regulations without the support of the Formula 1 Teams. As a party to the 100-Year Agreements and the 2026 Concorde Governance Agreement, the FIA has certain rights, and the exercise or purported exercise of the FIA’s rights thereunder may conflict with Formula 1’s interests. Any actions taken by the FIA that conflict with Formula 1’s interests

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may materially and adversely impact Formula 1’s operations and revenue, and in turn may materially and adversely affect the Company.
The FIM may take actions that are not in MotoGP’s interest.

The FIM is the governing body of the MotoGP Championship. In its capacity as the governing body of the MotoGP Championship. The FIM and MotoGP must mutually agree on changes to the MotoGP Championship. As a result, the FIM may not agree to take actions with respect to the MotoGP Championship that MotoGP, as the commercial rights holder of the MotoGP Championship, feels are in the interest of the commercial aspects of the sport, such as changes to regulations to enhance the appeal of the MotoGP Championship to fans. The FIM could also take actions, such as withholding approval for the homologation of a circuit or approval of MotoGP’s proposed season calendar. Failure to consent to proposed changes to the MotoGP Championship, other actions by the FIM, may conflict with MotoGP’s interests and may materially and adversely impact MotoGP’s operations and revenue, and in turn may materially and adversely affect the Company.
Formula 1 and MotoGP may be subject to enforcement actions under competition laws.
As further described in “ Item 1.Business—Regulatory Matters ,” following an investigation by the E.C. in 1999 in relation to Formula 1’s compliance with competition laws, Formula 1 modified certain of its business practices and changed the terms of a number of Formula 1’s commercial contracts. Following these modifications and changes, the E.C. issued two comfort letters to Formula 1 in October 2001 stating that Formula 1 was no longer under investigation. Comfort letters are not binding on the E.C. and if it believes there has been a material change in circumstances, it could take further enforcement action. The E.C. issued a press release in October 2003 stating that it was satisfied that Formula 1 had complied with the modified practices and terms that had led to its issuing its comfort letters and that it had ended its monitoring of Formula 1’s compliance. In adopting practices and concluding commercial contracts (including as to contracts with broadcasters (and the manner in which these rights are offered), contracts with Formula 1 Teams and contracts with promoters), Formula 1 takes into account the modified practices that formed the basis of the EC’s comfort letters.
Formula 1 and MotoGP are also required to comply with general European Union (the “E.U.”) and national competition laws, which require Formula 1 and MotoGP at all times to ensure their business practices and agreements are consistent with the operation of competitive markets. Failure to comply with the relevant laws and rules can give rise to challenges by the EC, national competition regulators and other interested parties. In addition, those laws and rules could cause certain of Formula 1’s or MotoGP’s commercial contracts to be unenforceable in whole or in part and/or require various terms (including duration, scope and exclusivity) to be modified, and/or Formula 1 or MotoGP could be liable for damages or other sanctions.
Formula 1 and MotoGP have each separately sought to adopt practices and conclude commercial contracts that take into account competition law as it applies to the specific nature of Formula 1 and MotoGP’s respective sporting and entertainment businesses, Formula 1 and MotoGP’s respective roles within those businesses and the roles of the counterparties to Formula 1 and MotoGP’s respective commercial contracts. However, given the uncertainty of the law in this area, and the possibility of third parties instigating action, there is a risk of E.C. investigations, challenges or proceedings against Formula 1 or MotoGP. For example, two Formula 1 Teams made a complaint against Formula 1 to the E.C. in September 2015 regarding the distribution of the Prize Fund and current sporting governance arrangements. Formula 1 disputed the complaint as being without merit and believed it was a commercial dispute and not one that involved any breach of competition law. Although this particular complaint was withdrawn by the two Formula 1 Teams in early 2018, for the reasons set out above, no assurance can be given that there will not be future E.C. investigations, challenges or proceedings regarding unasserted matters involving Formula 1 or MotoGP.
Any of the foregoing could materially and adversely affect Formula 1’s or MotoGP’s respective business, financial condition, results of operations and prospects, which in turn could materially and adversely affect the Company.

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Formula 1 or MotoGP may be unable to renew, replace or renegotiate on favorable terms one or more of Formula 1’s or MotoGP’s respective race promotion, media rights or sponsorship contracts.
Formula 1’s race promotion, media rights and sponsorship contracts typically have terms of three to seven years, three to five years and three to five years, respectively, but may on occasion be of longer duration.  MotoGP’s race promotion, media rights and sponsorship agreements typically have terms of three to seven years, one to five years and one to five years, respectively. When these contracts expire, Formula 1 or MotoGP may not be able to renew or replace them with contracts on similar terms or at all. Further, counterparties to Formula 1 or MotoGP contracts may seek to terminate or renegotiate them, and Formula 1 or MotoGP may not be able to replace terminated contracts with contracts on similar terms, or at all, or renegotiate contracts on terms that are as favorable to Formula 1 or MotoGP, respectively. Formula 1 and MotoGP’s respective abilities to renew, replace or renegotiate its contracts on similar terms, or at all, is dependent on a number of factors that Formula 1 and/or MotoGP may not be able to control or predict, including the popularity of Formula 1 and MotoGP, the value of live sports rights generally, relevant regulations, economic conditions in the relevant countries and the spending capacity and priorities of Formula 1 and MotoGP’s respective counterparties. Additionally, many of Formula 1 and MotoGP’s respective race promotion and media rights contracts are directly or indirectly with, or guaranteed by, governmental bodies or agencies and a change in their spending capacity or priorities could impact Formula 1 or MotoGP’s negotiations with them. A failure to renew, replace or renegotiate Formula 1 or MotoGP’s existing contracts on similar or improved terms could result in, among other things, the cancellation of an Event, the payments received by Formula 1 or MotoGP decreasing, the term of the contracts being shortened, termination rights being granted to Formula 1 or MotoGP’s counterparties and other contractual terms and conditions being introduced that could materially and adversely affect Formula 1 or MotoGP’s respective business, financial condition, results of operations and prospects, and in turn could materially and adversely affect the Company.
Formula 1 and MotoGP are exposed to credit-related losses in the event of non-performance by counterparties to Formula 1’s and MotoGP’s respective key commercial contracts.
Future payments under Formula 1 and MotoGP’s respective core commercial contracts, including Formula 1 and MotoGP’s respective race promotion, media rights and sponsorship contracts are typically made periodically over the course of several years. Formula 1 and MotoGP’s respective abilities to generate cash flow is heavily dependent on collecting amounts owed to them under these contracts. A change in the credit quality of one or more of Formula 1 or MotoGP’s respective counterparties over the term of their contract with Formula 1 or MotoGP may increase the risk of non-payment. Certain of Formula 1 and MotoGP’s respective counterparties are directly or indirectly governments or agencies thereof, some of which have previously experienced a deterioration in their credit quality. Formula 1 and MotoGP may also generally experience difficulties or be unable to recover payments owed to it by governments or agencies thereof because of their sovereign or semi-sovereign status. Additionally, an appreciation of the U.S. dollar (in the case of Formula 1) or the U.S. dollar and/or Euro (in the case of MotoGP) against the functional currencies of Formula 1 and MotoGP’s respective counterparties increases the risk of non-payment. See “ -Fluctuations in the value of the U.S. dollar and/or the Euro against the functional currencies of Formula 1 or MotoGP’s respective businesses and Formula 1 or MotoGP’s respective counterparties’ businesses could adversely affect Formula 1 or MotoGP’s respective profitability and the Company. ” The failure of one or more of Formula 1 or MotoGP’s respective counterparties to pay outstanding amounts owed to it could materially and adversely affect Formula 1 or MotoGP’s respective cash flows and results of operation, and in turn could materially and adversely affect the Company.
Potential challenges by tax authorities in the jurisdictions in which Formula 1 and MotoGP operate could adversely affect Formula 1 and MotoGP’s respective financial results and position and in turn, the Company.
Formula 1 and MotoGP’s respective taxes are based upon the applicable tax laws and tax rates in effect in the jurisdictions in which they operate and upon the nature of Formula 1 and MotoGP’s respective business arrangements and activities with and in such jurisdictions. When computing their tax obligations in these jurisdictions, Formula 1 and MotoGP each endeavor to apply national and international tax rules consistently and in accordance with generally accepted interpretations and practice. However, such rules, and their application to Formula 1 and MotoGP’s respective businesses, may not be entirely clear in all cases and may be interpreted differently by the applicable tax authorities. There can be no assurance that, upon review of Formula 1 or MotoGP’s respective positions, the applicable tax authorities will agree with such positions. If a tax authority successfully challenges Formula 1 or MotoGP’s respective positions with respect to their

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business arrangements, intercompany pricing policies, or the taxable presence of subsidiaries in certain jurisdictions, or if Formula 1 or MotoGP lose a material tax dispute in any jurisdiction, then Formula 1 or MotoGP may be exposed to additional tax liabilities and penalties, which may materially and adversely affect their respective financial condition, results of operations and prospects, and in turn may materially and adversely affect the Company.

Changes in tax laws could adversely affect Formula 1, MotoGP and the Company.
Formula 1 and MotoGP operate in various jurisdictions and are subject to changes in applicable tax laws, treaties or regulations in those jurisdictions. A material change in the tax laws, treaties or regulations, or their interpretation, of any jurisdiction with which Formula 1 or MotoGP does business, or in which Formula 1 or MotoGP has significant operations, could adversely affect Formula 1 or MotoGP.
For example, during October 2021, the Organisation for Economic Cooperation and Development (the “OECD”) announced that 136 countries and tax jurisdictions had agreed to implement a new “Two Pillar” approach to international taxation. Numerous countries have now enacted, or are in the process of enacting, new legislation consistent with this approach, which took effect for the first time in 2024. More countries have committed to introduce similar legislation, at different times and in different ways, through their individual agreement to tax treaty changes and through changes to their own domestic tax laws.
The first of the OECD’s “pillars” establishes a new taxing right for countries in which a business has a significant economic presence, even though the business may not have the degree of physical presence in that country needed to establish a taxing right under existing tax treaties. This new taxing right is subject to several conditions, exclusions and exceptions, and will initially affect only multinational enterprises with global turnover above 20 billion euros.
The second pillar establishes a Global Minimum Tax Rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax, which could be collected by the parent company’s tax authorities or by those in other countries, depending on whether and how each country implements the OECD’s approach in its tax treaties and domestic tax legislation.
In June 2025, the U.S. reached an understanding with the other G7 members that the U.S. would remove a proposed retaliatory tax from the One Big Beautiful Bill Act, which was enacted into law on July 4, 2025, in exchange for an exclusion of U.S. parented groups from certain aspects of the second pillar.  This understanding was non-binding and included only the G7 states. However, the OECD released significant administrative guidance on January 5, 2026, which is intended to resolve uncertainty about how the second pillar will apply to U.S. parented groups.  A new safe harbor introduced by the administrative guidance should effectively deem the U.S. tax system to be compliant with the second pillar and exempt U.S. parented groups from the scope of certain taxes, which should simplify ongoing compliance for affected enterprises.
Depending on how the jurisdictions in which Formula 1 and/or MotoGP operate, and those in which the Company and its subsidiaries are based, choose to implement the OECD’s approach in their tax treaties and domestic tax laws, and depending on the future evolution of the OECD’s “Two Pillar” approach, Formula 1 and/or MotoGP could be adversely affected due to their income being taxed at higher effective rates.
Formula 1 and MotoGP may face difficulties expanding into new markets, including as a result of being unable to attract race promoters for new Events.
Formula 1 and MotoGP have recently staged Events in a number of new markets and intend to explore further opportunities for expansion. Attracting race promoters to the F1 Championship or MotoGP Championship in such markets on terms that are attractive to Formula 1 and MotoGP, respectively, will be largely dependent on the popularity of the Formula 1 and MotoGP brands in such markets and Formula 1 and MotoGP’s perceived ability to deliver the benefits that race promoters desire, such as publicity for the host city/region, economic impact or tourism. See “- There could be a decline in the popularity of Formula 1 or MotoGP, which may have a material adverse effect on Formula 1 or MotoGP’s ability to exploit its commercial rights to the F1 Championship or the MotoGP Championship, respectively .” Additionally, Formula 1 or MotoGP may have difficulties entering into agreements with race promoters that have the necessary resources

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and experience to obtain all the necessary FIA or FIM, governmental and sporting approvals and successfully stage an Event. Events in new markets also require significant investments in circuit infrastructure and other administrative costs by Formula 1’s or MotoGP’s respective race promoters which may not be recouped and may generate fees below those received from Events staged in more developed markets.
In addition, under the 2026 Concorde Governance Agreement and the 2026 Concorde Commercial Agreement, the consent of 70% of the Formula 1 Teams is required if there are more than 24 Formula 1 Events in a season or if there are fewer than eight Formula 1 Events across Europe and North America combined. See “ Item 1. Business-Formula 1-Key Commercial Agreements-Key Provisions. ” Also, under the 100-Year Agreements as amended by the 2013 Concorde Implementation Agreement, Formula 1 must obtain the FIA’s approval to stage more than 25 Formula 1 Events (or beginning in 2031, more than 17 Formula 1 Events unless the FIA and Formula 1 make a new agreement on this point). Under the IRTA Agreements, MotoGP must obtain IRTA’s approval to stage more than 22 MotoGP Events. There is no assurance such approvals will be obtained by Formula 1 or MotoGP if sought.
Formula 1 and MotoGP’s respective businesses are subject to laws and regulations including with respect to advertising, media rights and the environment, and changes in and judicial interpretations of such laws and regulations could materially and adversely affect Formula 1, MotoGP and/or the Company.
Formula 1 and MotoGP’s respective businesses are subject to laws and regulations, including advertising, media rights, environmental and health and safety laws and regulations. Such legal regimes are subject to periodic governmental review, legislative initiatives and judicial interpretations, any of which could adversely affect Formula 1 or MotoGP’s respective businesses and their profitability. A substantial part of Formula 1’s, MotoGP’s, broadcasters’ and the Teams’ revenue come from sponsorship contracts. If new restrictions or bans on advertising specific products or services that are advertised in Formula 1 or MotoGP are introduced, it may reduce Formula 1 or MotoGP’s or the Teams’ sponsorship revenue or advertising revenue of Formula 1 or MotoGP’s broadcasters, which in turn may reduce the value of Formula 1 or MotoGP’s respective media rights contracts and impact the Teams’ desire to continue participating in Formula 1 or MotoGP. For example, advertising of alcohol is restricted in certain countries where Events are held. Advertising laws could also be introduced preventing the broadcast of images that include a restricted brand, thereby preventing Formula 1 or MotoGP from licensing television rights in an affected country. Additionally, as Formula 1 and/or MotoGP expand into new markets, local customs, practices and cultural sensitivities may require Formula 1, MotoGP and the Teams to restrict advertising of certain products even if not required by law.
Broadcasting laws could be introduced requiring that Events be broadcast only on free-to-air television, which would prevent Formula 1 and/or MotoGP from entering into pay television contracts in the relevant jurisdiction. Additionally, judicial decisions or other governmental action could interfere with the manner in which Formula 1 and/or MotoGP exploit their respective media rights, including in relation to Formula 1 and MotoGP’s respective segmentation of such rights among different geographic regions.
Environmental laws could also be introduced placing limits on engine design and Event activities. Motor sport has also been banned in certain countries. For example, Switzerland banned motor sport from 1955 to 2007 following an accident at the 24 Hours of Le Mans that killed spectators and a driver. A ban on motor sport in any country where Formula 1 and/or MotoGP hold an Event could result in a reduction in Formula 1 or MotoGP’s respective revenue and as a consequence, may materially and adversely affect Formula 1 or MotoGP’s respective businesses, financial condition and prospects, which in turn may materially and adversely affect the Company.
Events beyond Formula 1 or MotoGP’s control may cause one or more Events to be cancelled or postponed or prevent Formula 1 or MotoGP from providing an international television feed, each of which could result in the loss of revenue under Formula 1 or MotoGP’s respective commercial contracts.
An Event may have to be postponed or cancelled, or Formula 1 or MotoGP may be unable to provide an international television feed of an Event, due to factors beyond their control, including an inability to transport Formula 1’s, MotoGP’s and the Teams’ equipment to an Event, power failures, natural disasters or extreme weather, geopolitical conditions or international conflicts, parties to Formula 1 or MotoGP race promotion contracts terminating those contracts, embargoes or sanctions, homologation issues, cancellation of large-scale public events by a competent authority due to a

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security or terrorism risk, or outbreak of disease, which could result in the loss of revenue under Formula 1 or MotoGP’s respective commercial contracts. Most recently Formula 1 and MotoGP have had Events cancelled due to severe flooding in the regions where the Events were scheduled to take place, due to circumstances arising from Russia’s invasion of Ukraine (in the case of Formula 1) and other political circumstances in the host country (in the case of MotoGP). MotoGP had to cancel the 2024 India Grand Prix as result of not finding a suitable promoter and the 2024 Kazakhstan Grand Prix due to homologation and promoter performance issues. During the 2020 and 2021 seasons, a number of Events were cancelled and/or replaced due to the COVID-19 pandemic. As a general matter, Formula 1 and MotoGP’s respective insurance policies do not cover the cancellation of an Event. Whether a race promoter is required to pay Formula 1 or MotoGP the respective race promotion fees with respect to an Event that is cancelled due to any factor beyond the control of Formula 1 or MotoGP depends on the terms and provisions of the applicable promoter agreement. In addition, Formula 1 and MotoGP’s respective broadcast contracts include a provision to reduce the fee payable to Formula 1 or MotoGP if there are fewer than a specified number of Events in a season for reasons other than a force majeure event. The minimum number of Events varies by broadcast contract but is typically between 14 and 16 for Formula 1 Events and 16 and 20 for MotoGP Events. However, if an Event were to be cancelled due to the race promoter failing to meet its obligations under the race promotion contract, then Formula 1 or MotoGP may be entitled to indemnification from the race promoter for any lost media rights revenue. If an Event is not held, cancelled or does not receive international television coverage (for example, as a result of a technical problem), Formula 1 or MotoGP’s respective fees under the relevant sponsorship contract are likely to be reduced unless the sponsorship contract allows Formula 1 or MotoGP to substitute another Event for the cancelled Event and Formula 1 or MotoGP does so. If an Event is cancelled, Formula 1 and/or MotoGP will also be required to refund amounts paid under other arrangements, including amounts paid for tickets to the Paddock Club, the principal high end corporate hospitality offering at certain Formula 1 Event weekends, or VIP Village, offered at MotoGP Events.
Accidents during Events may cause losses that are not covered by insurance, disrupt an Event and cause Formula 1 and/or MotoGP reputational damage.
Racing accidents occur in Formula 1 and MotoGP and their respective support races. Fatal racing accidents have previously occurred at Events and there can be no guarantee that a fatal accident will not occur at a future Event. Fatal accidents, particularly if they involve public spectators, could damage the reputation of Formula 1 and/or MotoGP and decrease their popularity, any of which could materially and adversely affect Formula 1 and/or MotoGP. Accidents can also result in the cancellation of a practice, a qualifying session or a race. Additionally, persons harmed in any accident could seek compensation from Formula 1 or MotoGP. Formula 1, MotoGP and their respective promoters purchase insurance coverage for each Event. Drivers, riders and Teams also purchase their own insurance coverage. However, there can be no assurance that such insurance policies will provide adequate coverage at all times and in all circumstances. If Formula 1 and/or MotoGP are held liable for damages beyond the scope of the insurance coverage available to Formula 1 or MotoGP (including the insurance contract procured by the race promoter to include coverage for Formula 1 or MotoGP), Formula 1 or MotoGP’s respective businesses, financial condition and results of operations could be materially and adversely affected, which in turn could materially and adversely affect the Company.
Terrorist acts during Events may cause Formula 1 and/or MotoGP damage and losses that are not covered by insurance.
Formula 1 and MotoGP are high profile sports with global fan bases and Events are attended by a large number of spectators. An Event, like any other major sporting event, could be the target of an actual or threatened terrorist act, either of which could disrupt Formula 1 and/or MotoGP and lead to the cancellation of Events, increase security requirements and result in a decline of spectator attendance at Events. Additionally, persons harmed in any terrorist act may attempt to seek compensation from Formula 1 or MotoGP. The general risk of a terror attack has increased recently in a number of the countries in which Events are held. Formula 1 and MotoGP each purchase a portfolio of annual insurance policies covering the risks of their respective activities, including those undertaken at Events. Individual race promoters of Formula 1 Events purchase insurance policies to protect their Formula 1 Events, including a primary liability policy that protects Formula 1 and other participants in the event of third-party claims, including those for personal injury, equipment and property damage. Race promoters also place coverage to protect Formula 1 and other participants from claims arising from acts of terrorism or an active assailant attack. In addition to the coverage provided by race promoter purchased policies, Formula 1’s own policies extend to cover both its broadcast and other equipment, and its employer and third-

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party liability exposures to acts of terrorism, but not active assailant risks.  Individual race promotors of MotoGP Events likewise purchase insurance policies with respect to their MotoGP Events, including all-risk policies to protect MotoGP and other participants in their MotoGP Events. MotoGP also obtains general liability insurance policies covering its business. However, despite the coverage in place, there can be no assurance that these Formula 1, MotoGP and promoter-placed policies will be adequate at all times and in all circumstances. If Formula 1 or MotoGP are held liable for damages beyond the scope of their insurance coverage (their own and that arranged by their respective race promoters) and/or is unable to obtain indemnification from the relevant insurer(s), Formula 1 or MotoGP’s respective businesses, financial condition and results of operations could be materially and adversely affected, which in turn could materially and adversely affect the Company.
Rival motor sport events could be established involving existing Teams or different teams, or existing Teams may divert their resources to participate in another motor sport event, which could lead to fewer Teams and race circuits being involved in Formula 1 or MotoGP, or a Team’s primary engagement in motor sport being in another motor sport event, either of which could diminish the competitive position of Formula 1 and/or MotoGP.
In the future, it is possible that a rival motor racing series similar to Formula 1 and/or MotoGP could be established, involving existing Teams and/or different teams or an existing motor sport event could become more popular and become a rival series to Formula 1 and/or MotoGP. Such a rival series could lead to fewer Teams and race circuits in Formula 1 and/or MotoGP, reduce the budget that a Team is willing to spend on its participation in Formula 1 and/or MotoGP, or diminish the competitive position of Formula 1 and/or MotoGP and materially and adversely affect Formula 1 or MotoGP’s respective results of operations and business and, which in turn could materially and adversely affect the Company. In addition, certain of Formula 1’s commercial contracts could be terminated if Formula 1 ceased to be the premier motor racing series for open wheel single-seater cars. Pursuant to the 2026 Concorde Commercial Agreement, each of the Formula 1 Teams have committed to participate in the F1 Championship until December 31, 2030 and pursuant to the IRTA Agreements, each of the MotoGP Teams have committed to participate in MotoGP until the end of the 2026 MotoGP season. If rival motor racing series are established (or if an existing series develops into a rival series), this may reduce the popularity of Formula 1 and/or MotoGP, leading to a decline in the value of Formula 1 or MotoGP’s respective commercial contracts, which may materially and adversely affect Formula 1 or MotoGP’s respective businesses, financial condition, results of operations and prospects, and in turn may materially and adversely affect the Company. See “ -There could be a decline in the popularity of Formula 1 or MotoGP, which may have a material adverse effect on Formula 1’s or MotoGP’s ability to exploit its commercial rights to the F1 Championship or the MotoGP Championship, respectively ” and “ -Formula 1 Teams may, in certain circumstances, terminate their existing commitment to participate in the F1 Championship or breach their obligations and withdraw .”
Changes in consumer viewing habits and the emergence of new content distribution platforms could adversely affect Formula 1 or MotoGP’s respective businesses and the Company.
The manner in which consumers view televised sporting events is changing rapidly with the emergence of alternative distribution platforms. Digital cable, internet and wireless content providers are continuing to improve technologies, content offerings, user interfaces and business models that allow consumers to access video-on-demand or internet-based tools with interactive capabilities including start, stop and rewind. Formula 1 and MotoGP’s respective exclusive commercial rights place no limits on the platforms on which they can operate, including online. However, such developments may affect the profitability or effectiveness of Formula 1 or MotoGP’s respective existing licensing practices and there is no guarantee that Formula 1 or MotoGP will be successful in adapting their respective licensing practices and/or media platforms as consumer viewing habits change. If either Formula 1 or MotoGP is unsuccessful in adapting its licensing practices and/or media platforms as consumer viewing habits change, Formula 1 or MotoGP’s viewership levels (whether on traditional or new platforms) may decrease and/or their respective licensing practices may become less profitable, leading to the possibility of a reduction in the value of their media rights and sponsorship contracts. Any reduction in the value of Formula 1 or MotoGP’s respective commercial rights and/or contracts may materially and adversely affect their respective revenues, business, financial condition, results of operations and prospects, which in turn may materially and adversely affect the Company. While Formula 1 and MotoGP’s monetization of their respective television rights has increased in recent years, there can be no assurance that such increases will continue or that Formula 1 or MotoGP’s level of such monetization will be comparable to that of other sporting events.

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If confidential information regarding Formula 1 or MotoGP’s respective business arrangements is disclosed or leaked, it could affect Formula 1 or MotoGP’s relationships with counterparties and/or Teams and result in less favorable commercial contracts and adversely affect Formula 1 or MotoGP’s respective businesses and the Company.
The success of Formula 1 and MotoGP’s respective businesses depends on maintaining good relationships with Formula 1 and MotoGP’s respective counterparties (including race promoters, broadcasters and sponsors) and the Teams and entering into race promotion, media rights, sponsorship and other commercial contracts on favorable terms. If confidential information regarding Formula 1 or MotoGP’s respective business arrangements with their counterparties and/or the Teams were to be disclosed or leaked, it could harm Formula 1 or MotoGP’s relationships with those parties and result in less favorable terms in their respective commercial contracts, including with respect to pricing and adversely affect their respective businesses, results of operation, financial condition and prospects, which in turn could materially and adversely affect the Company.
Formula 1 and MotoGP depend on trademarks, copyrights and intellectual property.
Formula 1 and MotoGP rely on certain trademarks, copyrights and other intellectual property to protect their rights, including their brands, logos and television footage. The existence of complex factual and legal issues may give rise to uncertainty as to the validity or subsistence, scope and enforceability of a particular trademark, copyright or other intellectual property or contractual right in a particular jurisdiction. While historically Formula 1 and MotoGP have been widely transmitted by free-to-air television, which reduced their attractiveness as targets for piracy and other infringement, Formula 1 and MotoGP are increasingly transmitted by pay TV operators, which are greater targets for piracy. Formula 1 and MotoGP’s respective intellectual property, and in particular the Formula 1 and MotoGP brands (including the F1 and MotoGP logos) and television footage are potential targets for counterfeiting, piracy and other infringement. New technologies such as the convergence of computing, communication, and entertainment devices, the falling prices of devices incorporating such technologies, increased broadband internet speed and penetration and increased availability and speed of mobile data transmission have made the unauthorized digital pirating and distribution of televised sporting events easier and faster and enforcement of intellectual property rights more challenging. The unauthorized use of intellectual property in the entertainment industry generally continues to be a significant challenge for intellectual property rights holders. If Formula 1 and/or MotoGP are unsuccessful in preventing widespread piracy and illegal live streaming of Events in the future, these activities could result in lost revenue and a reduction in the value of Formula 1 or MotoGP’s respective media rights, which may materially and adversely affect Formula 1 or MotoGP’s respective businesses, results of operation, financial condition and prospects, and in turn may materially and adversely affect the Company. Further, the availability of certain artificial intelligence tools could facilitate the creation of infringing works based on the unauthorized use of our intellectual property. The legal landscape for some new technologies, including some artificial intelligence tools, remains uncertain and development of the law in this area could impact our intellectual property.
Formula 1 and MotoGP’s processing, storing, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements and policies or differing views of personal privacy rights.
Formula 1 and MotoGP each receive, transmit and store a large volume of personal data and other user data, primarily in the processing of consumer transactions and managing their employees. The processing, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by Formula 1 and MotoGP, respectively. Moreover, there are federal, state and international laws regarding privacy and the processing, storage, sharing, use, disclosure and protection of personal data and user data. Specifically, personal data is increasingly subject to legislation and regulations in numerous jurisdictions around the world, which are intended to protect the privacy of personal data that is collected, processed and transmitted in or from the governing jurisdiction. Compliance with these laws and regulations may be onerous and expensive and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance. For example, the General Data Protection Regulation (“GDPR”), which became effective in 2018, gives consumers in the E.U. additional rights and imposes additional restrictions and penalties on companies for illegal collection and misuse of personal data and restricts transfer of personal data to countries that are deemed not to have adequate protection, such as the U.S. For transfers to the U.S., companies have to rely on standard contractual clauses (“SCCs”) or the new Transatlantic Data Privacy Framework (“DPF”) to replace the E.U.-U.S. Privacy Shield.  Following the United Kingdom’s (“U.K.”) withdrawal from the E.U., on June 28, 2021, the EC determined that

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