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the U.K.’s data protection laws essentially are equivalent to data protection laws in the European Economic Area. As a result, personal data transfers from the E.U. to the U.K. may continue without a new data transfer framework. On December 19, 2025, the E.C. renewed the U.K. adequacy decisions, allowing personal data to flow freely between the E.U. and the U.K. until December 27, 2031. At present, digital activities involving user tracking, such as through cookies and similar technologies, are governed by a fragmented and evolving legal landscape across the E.U., U.K., and U.S. In the U.S., there has been a notable rise in consumer class action lawsuits under state-level wiretapping laws and the federal Video Privacy Protection Act, particularly targeting the unauthorized sharing of user data with third parties. Meanwhile, in the E.U., digital regulation is advancing through enforcement of existing regulatory frameworks and the timeline for the adoption of a single, unified ePrivacy Regulation, which aims to introduce stricter rules on cookies and other tracking technologies, remains uncertain. Other than GDPR and U.K. GDPR, similar stringent data privacy laws have been enacted across a number of countries, including Brazil, China, Japan, South Korea, India, United Arab Emirates, Saudi Arabia and Qatar. There is also an increasing trend of countries restricting cross-border data flows, requiring closer scrutiny on how this may impact Formula 1’s and/or MotoGP’s ability to collect and transfer personal information
California has enacted the California Consumer Privacy Act of 2018 (“CCPA”), which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected by such companies. The CCPA became effective on January 1, 2020. In November 2020, California voters approved the California Privacy Rights Act of 2020 (“CPRA”), which amends and expands the CCPA and establishes the California Privacy Protection Agency (“CPPA”) to implement and enforce consumer privacy laws. Regulations under the CPRA became effective in February 2024. The CPPA also finalized new regulations in September 2025 that will require certain companies to conduct annual cybersecurity audits, with such audits due starting in April 2028, April 2029 or April 2030 depending on the revenues and amount of personal information collected by the business. In addition, starting January 1, 2026, covered businesses must conduct risk assessments involving certain kinds of processing that pose a significant risk to consumers and set up notice and opt-out and access procedures for the use of automated decision-making technology in connection with certain kinds of significant decisions involving consumers. These proposed new requirements could increase Formula 1 and MotoGP’s costs of compliance and impact their operations and the products and services they offer. Since the enactment of the CCPA, multiple states have enacted data privacy laws that are currently in effect or will take effect in 2026.
In addition to broad consumer privacy laws, states in the U.S. are enacting and may continue to enact sectoral-specific privacy laws focused on health data, data about people under the age of 18, biometric data, the use of algorithms by organizations, and other matters. In addition to the increasing adoption of privacy laws by governments, other platforms where Formula 1 and/or MotoGP operate (including social media platforms) may have separate policies that limit its use of personal information that Formula 1 or MotoGP collect through their operation on such platforms, either now or in the future. Private litigants are also using federal and state laws to pursue litigation related to the use of personal data, video content, chat tools and other communication tools, and trackers commonly used by organizations in the operation of consumer-facing websites and applications. Formula 1’s or MotoGP’s failure, and/or the failure by the various third party vendors and service providers with which they do business, to comply with applicable privacy policies or federal, state or similar international laws and regulations, or changes in applicable laws and regulations, or changes in the policies of third party platforms where Formula 1 or MotoGP conduct their respective businesses, or any compromise of security that results in the unauthorized release of personal information or other user data could damage their reputation and the reputation of their respective third party vendors and service providers, discourage potential fans, result in fines and/or proceedings by governmental agencies and/or fans and/or result in limits on Formula 1’s or MotoGP’s use of personal information in the operation of their respective businesses, any one or all of which could adversely affect Formula 1 or MotoGP’s respective businesses, financial condition and results of operations. In addition, Formula 1 or MotoGP may not have adequate insurance coverage to compensate for losses.
The terms of Formula 1 and MotoGP’s respective indebtedness may limit their financial and operating flexibility.
Covenants contained in the agreements governing Formula 1’s credit facilities will restrict the ability of its subsidiaries to, among other things:
● incur or guarantee additional indebtedness or be a creditor in respect of financial indebtedness;
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● pay dividends, redeem their share capital, purchase capital stock, make investments or other restricted payments;
● make any payment in respect, or on account of, indebtedness owing to Liberty or certain of its affiliates;
● issue or sell capital stock;
● acquire assets or make investments;
● sell assets (including capital stock of subsidiaries);
● create liens;
● enter into sale and leaseback or finance lease transactions;
● acquire an interest in or invest in any joint venture;
● enter into transactions with shareholders or affiliates except on arm’s length terms for full market value, including in relation to the provision of goods or services;
● enter into any contractual or similar restriction which restricts their ability to pay dividends or other distributions, make loan repayments or loans;
● effect a consolidation or merger;
● amend material commercial contracts; and
● enter into derivative transactions in respect of exposures which are unconnected to Formula 1’s credit facilities.
Covenants contained in the agreements governing MotoGP’s credit facilities will restrict the ability of its subsidiaries to, among other things:
● incur or guarantee additional indebtedness;
● pay dividends, redeem their share capital, purchase capital stock, make investments or other restricted payments;
● sell assets (including capital stock of its subsidiaries);
● create liens;
● enter into transactions with affiliates; and
● effect consolidations or mergers.
Formula 1 and/or MotoGP may also be required to repay their respective credit facilities upon the occurrence of certain events. Neither Formula 1 nor MotoGP can give any assurance that they will be able to finance such a repayment. Failure to comply with an obligation to repay such credit facilities would result in an event of default which could materially and adversely affect Formula 1 and/or MotoGP and the Company.
These restrictive covenants could limit Formula 1 and/or MotoGP’s ability to pursue their respective growth plans, restrict Formula 1 and/or MotoGP’s flexibility in planning for, or reacting to, changes in their respective businesses and industries and increase Formula 1 and/or MotoGP’s vulnerability to adverse economic and industry conditions. Formula 1 and/or MotoGP may enter into additional financing arrangements in the future, which could further restrict Formula 1 and/or MotoGP’s flexibility.
Variable rate indebtedness subjects Formula 1 and MotoGP to interest rate risk, which could cause their respective debt service obligations to increase significantly.
Borrowings under Formula 1 and MotoGP’s credit facilities are at variable rates of interest, which expose Formula 1 and MotoGP to interest rate risk. If interest rates increase, their respective debt service obligations on any variable rate
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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. Even if Formula 1 and MotoGP use these instruments to selectively manage risks, there can be no assurance that they will be fully protected against material interest rate fluctuations.
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.
In 2025, a significant proportion of Formula 1 and MotoGP’s revenue and costs, including cash and debt, were denominated in U.S. dollars and the Euro, respectively. Formula 1 and MotoGP also operate in a number of other currencies, most notably the pound sterling. There may be a mismatch between the amount of a local currency Formula 1 and/or MotoGP generate in revenue and incur in expenses, including debt expenses. Our financial statements translate local currency transactions into U.S. dollars. Formula 1 and MotoGP occasionally use derivatives to hedge their respective exposure to more significant foreign currency risk. There is no assurance that such measures will be successful and fluctuations in the value of the U.S. dollar against Formula 1’s functional currency or the U.S. dollar or Euro against MotoGP’s functional currencies could affect their profitability. Fluctuations in currency exchange rates have resulted and may continue to result from a variety of factors, including, but not limited to, market volatility as a result of the current political landscape and, in particular, U.S. and international policy changes and uncertainty resulting from such changes. Additionally, most payments Formula 1 and MotoGP receive from their respective counterparties under their respective commercial contracts are denominated in U.S. dollars and the Euro, respectively, while their revenue is typically denominated in other currencies, most notably the Euro or the local currency in the country where the relevant Event is held. An appreciation of the U.S. dollar (in the case of Formula 1) or the U.S. dollar or Euro (in the case of MotoGP), against the functional currencies of Formula 1 or MotoGP’s respective counterparties whose revenue is denominated in a currency other than U.S. dollars or Euros, increases the cost of their payments to Formula 1 and MotoGP in their respective functional currencies and the risk that they will not make their payments to Formula 1 or MotoGP or cause them to request Formula 1 or MotoGP enter into a new contract with such counterparty, which could affect Formula 1 or MotoGP’s respective profitability and financial position, and in turn could impact the Company. See “ -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. ”
The Formula 1 Teams have certain governance rights under the 2026 Concorde Commercial Agreement that may limit or, at a minimum, influence actions that the Company may seek to cause Formula 1 to take.
The Formula 1 Teams are entitled to certain consent rights under the 2026 Concorde Commercial Agreement, including in relation to the number of Formula 1 Events in a season exceeding 24 or if there are fewer than eight Formula 1 Events across Europe and North America combined and the introduction of new sporting and technical regulations applying to the F1 Championship. The interests or opinions of the Formula 1 Teams with regard to certain actions proposed to be taken by Formula 1 may differ from those of the Company. In such event, the Formula 1 Teams may be able to block these actions.
Risks Relating to the Ownership of our Common Stock
Our multi-series structure may depress the trading price of the shares of our common stock.
Our multi-series structure may result in a lower or more volatile market price of the shares of our common stock or in adverse publicity or other adverse consequences. Several stockholder advisory firms have announced their opposition to the use of multiple-class structures. As a result, the multi-series structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to
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change our capital structure. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the shares of our common stock.
The market price of our common stock may be volatile and could fluctuate significantly.
The market price of our common stock may fluctuate significantly due to a number of factors (none of which can be guaranteed to occur), some of which may be beyond our control, including:
● actual or anticipated fluctuations in our operating results;
● potential acquisition activity by our Company or our subsidiaries;
● issuances of debt or equity securities to raise capital by our Company or our subsidiaries;
● changes in financial estimates by securities analysts regarding our common stock; and
● general market conditions.
We have not in the past and may not in the future pay dividends on our common stock.
We do not presently intend to pay cash dividends on our common stock for the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
Transactions in our common stock by our insiders could depress the market price of our common stock.
Sales of, or hedging transactions such as collars relating to, shares of our common stock by John C. Malone, a significant stockholder of our Company, or any of our directors or executive officers, could cause a perception in the marketplace that the stock price of our common stock has peaked or that adverse events or trends have occurred or may be occurring at the Company. This perception can result notwithstanding any personal financial motivation for these transactions. As a result, insider transactions could depress the market price for our common stock.
It may be difficult for a third party to acquire our Company, even if doing so may be beneficial to our stockholders.
Certain provisions of our current Charter and bylaws may discourage, delay or prevent a change in control of our Company that a stockholder may consider favorable. These provisions include:
● authorizing a capital structure with multiple series of common stock: a Series B common stock that entitles the holders to ten votes per share, a Series A common stock that entitles the holder to one vote per share, and a Series C common stock that, except as otherwise required by Delaware law, entitles the holder to no voting rights;
● classifying the Board of Directors with staggered three-year terms, which may lengthen the time required to gain control of the Board of Directors;
● limiting who may call special meetings of stockholders;
● prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;
● establishing advance notice requirements for nominations of candidates for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;
● requiring stockholder approval by holders of at least 66⅔% of our aggregate voting power or the approval by at least 75% of the Board of Directors with respect to certain extraordinary matters, such as a merger or consolidation of our Company, a sale of all or substantially all of our assets or an amendment to our current Charter; and
● the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by the Board of Directors to persons friendly to our then current management, thereby protecting the
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continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our Company.
As of January 31, 2026, Mr. Malone beneficially owns shares representing the power to direct approximately 49% of the aggregate voting power in our Company, due to his beneficial ownership of approximately 97% of the outstanding shares of our Series B common stock and Mr. Malone continues to be in a position to influence significant corporate actions, including corporate transactions such as mergers, business combinations or dispositions of assets. This concentration of ownership could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our stockholders.
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 circumstances), in connection with certain events. 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. As a result, Mr. Malone’s voting power could exceed the Target Voting Power, including as to more than a majority of our outstanding voting power. The Exchange Agreement also provides that Mr. Malone or the JM Trust, in the event of certain extraordinary transactions, is entitled to receive the number of shares of Series B common stock previously surrendered for exchange under the Exchange Agreement (in exchange for the equivalent number of Series C common stock delivered in exchange therefor) or the applicable consideration that would be otherwise due to the holders of such shares of Series B common stock in such transaction. No assurance can be given that Mr. Malone will not ultimately acquire more than a majority of our outstanding voting power, which would enable Mr. Malone to control the outcome of certain shareholder votes, including certain extraordinary transactions.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We are committed to protecting the security and integrity of our systems, networks, databases and applications and, as a result, have implemented processes designed to prevent, assess, identify, and manage material risks associated with cybersecurity threats . Liberty’s corporate level IT and cybersecurity functions assess, identify, and manage risks from cybersecurity threats at the corporate level, while Formula 1 and MotoGP operate their own cybersecurity functions with oversight from Liberty.
Cybersecurity risks are assessed as part of our enterprise risk assessment and risk management program and our cybersecurity risk management program is designed and assessed based on recognized frameworks, including the National Institute of Standards and Technology Cybersecurity Framework.
We rely on a multidisciplinary team, including our information security function, legal department, management, and third-party consultants , as described further below, to identify, assess, and manage cybersecurity threats and risks. We identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and our risk profile using various methods including, using manual and automated tools such as vulnerability scanning software, monitoring existing and emerging cybersecurity threats, analyzing reports of threats and threat actors, conducting scans of the threat environment, evaluating our industry’s risk profile, utilizing internal and external audits and assessments, and conducting threat and vulnerability assessments.
To manage and mitigate material risks from cybersecurity threats to our information systems and data, we implement and maintain various technical, physical and organizational measures, processes and policies. These measures
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include risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our IT, Security and other departments, encryption of data, network security controls, access controls, physical security, asset management, system monitoring, vendor risk management program, employee cybersecurity awareness and training, phishing tests, and penetration testing. Cybersecurity awareness training is also made available to our Board of Directors.
In the event of a potential cybersecurity incident, or a series of related cybersecurity incidents, we have cybersecurity incident response frameworks in place at the corporate level, Formula 1 and MotoGP. These frameworks are a set of coordinated procedures and tasks that our incident response teams execute with the goal of ensuring timely and accurate identification, resolution and reporting of cybersecurity incidents both internally and externally, as necessary.
To operate our businesses, we utilize certain third-party service providers to perform a variety of operational functions. We have implemented a third-party risk management program to evaluate the cybersecurity practices of higher risk vendors and vendors that encounter our systems or data. We additionally engage and retain third-party consultants, legal advisors and assessors to keep us apprised of emerging third-party risk, defense and mitigation strategies, and governance best practices.
Impact of cybersecurity risks on business strategy, results of operations or financial condition
As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
For additional information on our cybersecurity risks, see “ 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. " in Part I, Item 1A of this Annual Report on Form 10-K.
Governance
Role of the Board of Directors
Our Board of Directors has overall responsibility for risk oversight and has delegated to the Audit Committee primary enterprise risk oversight responsibility, including privacy and cybersecurity risk exposures, policies and practices, the steps management takes to detect, monitor and mitigate such risks and the potential impact of those exposures on our business, financial results, operations and reputation. The Audit Committee receives quarterly updates on the enterprise risk management program, including cybersecurity risks and the initiatives undertaken to identify, assess and mitigate such risks. This cybersecurity reporting may include threat and incident reporting, vulnerability detection reporting, risk mitigation metrics, systems and security operations updates, employee education initiatives, and internal audit observations, if applicable.
In addition to the efforts undertaken by the Audit Committee, the full Board of Directors regularly reviews matters relating to cybersecurity risk and cybersecurity risk management. Any material cybersecurity events would be brought to the attention of the full Board of Directors once the event is deemed material. We additionally use our incident response framework as part of the process we employ to keep our management and Board of Directors informed and to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Role of Management
We have established a cross functional Information Security Steering Committee (“ISSC”) with executives from our Legal, Accounting, Internal Audit and Risk Management, Cybersecurity and Technology departments . The ISSC has management oversight responsibility for assessing and managing technology and operational risk, including information security, fraud, vendor, data protection and privacy, business continuity and resilience, and cybersecurity risks at the corporate level and our subsidiaries.
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At Formula 1, the Head of Information Security, together with the Director of IT, are responsible for day-to-day management and oversight of subsidiary cybersecurity, including assessing, monitoring and mitigating cybersecurity risk as well as regular reporting to Formula 1 executive management and the ISSC . At MotoGP, the Cybersecurity Manager, together with the Director of IT and Head of Technology, are responsible for similar cybersecurity risk oversight and program management.
Liberty and Formula 1 have also established a Risk and Compliance Committee responsible for overseeing and monitoring all corporate compliance initiatives at Formula 1, including cybersecurity. The Risk and Compliance Committee is composed of members of Liberty’s ISSC as well as members of Formula 1’s executive leadership team, including the Chief Financial Officer and General Counsel. The Head of Information Security provides quarterly updates to the Risk and Compliance Committee on cybersecurity risks and initiatives as well as any cybersecurity events, as applicable. Liberty and MotoGP are in the process of establishing a similar Risk and Compliance Committee for MotoGP.
Our management team’s experience includes a diverse background in telecom, technology, media, sports and other industries, with decades of experience in various aspects of cybersecurity. Liberty’s Head of Cybersecurity has more than 15 years of cybersecurity, technology and risk management experience. Formula 1’s Head of Information Security and Director of IT together have more than 30 years of cybersecurity and technology experience. MotoGP’s Cybersecurity Manager and Director of IT together have more than 40 years of cybersecurity and technology experience. All have worked at a variety of companies, including large publicly traded companies, where they advised on, implemented and managed IT and cybersecurity programs and teams, developed tools and processes to protect internal and cloud networks, business applications, customer facing applications and customer payment systems. The team members who support Liberty, Formula 1 and MotoGP’s information security functions also have extensive relevant education, professional certifications and industry experience .
Item 2. Properties
We own our corporate headquarters in Englewood, Colorado.
Formula 1 owns land and the principal building used for its television production and technical operations at its Media & Technology Centre in Kent, England and leases several other adjacent properties which host activities to support the operations. Formula 1 also leases its head office premises in London, England. The Company owns land and a building adjacent to the Las Vegas Strip which is utilized for the Las Vegas Grand Prix, with Formula 1 also leasing office space in Las Vegas to support its operations. MotoGP leases space for its offices in Madrid and Barcelona, Spain and Rome, Italy.
Our other subsidiaries own or lease the fixed assets necessary for the operation of their respective businesses. Our management believes that our current facilities are suitable and adequate for our business operations for the foreseeable future.
Item 3. Legal Proceedings
Refer to note 15 in the accompanying notes to the consolidated financial statements for information on our legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Liberty Media Corporation (“Liberty,” the “Company,” “we,” “us,” and “our”) has three series of common stock. Series A, Series B and Series C Liberty Formula One common stock trade or are quoted under the symbols FWONA/B/K, respectively. Series A and Series C Liberty Formula One common stock trade on the Nasdaq Global Select Market, and Series B Liberty Formula One common stock is quoted on the OTC Markets. Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com.
The following table sets forth the range of high and low sales prices of our Series B Liberty Formula One common stock for the years ended December 31, 2025 and 2024. There is no established public trading market for our Series B Liberty Formula One common stock. The over-the-counter market quotations for our Series B Liberty Formula One common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Formula One Group
Series B (FWONB)
High
Low
2024
First quarter
$
65.00
60.00
Second quarter
$
66.50
58.51
Third quarter
$
72.13
63.96
Fourth quarter
$
85.00
69.00
2025
First quarter
$
88.00
81.00
Second quarter
$
90.00
70.00
Third quarter
$
95.00
87.25
Fourth quarter
$
96.00
83.96
Holders
As of January 31, 2026, there were 683, 38 and 715 holders of our Series A, Series B and Series C common stock, respectively. The foregoing numbers of record holders do not include the number of stockholders whose shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one shareholder.
Dividends
We have not paid any cash dividends on our common stock, and we have no present intention of so doing. Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations.
Securities Authorized for Issuance Under Equity Compensation Plans
Information required by this item is incorporated by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
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Purchases of Equity Securities by the Issuer
Share Repurchase Programs
In November 2019, our board of directors authorized the repurchase of $1 billion of the Company’s common stock. In May 2022, our board of directors authorized the repurchase of an additional $1 billion of the Company’s common stock.
There were no repurchases of Liberty Formula One common stock during the three months ended December 31, 2025. As of December 31, 2025, approximately $1.1 billion was available for future share repurchases under our share repurchase program.
During the three months ended December 31, 2025, no shares of Series A or Series C Liberty Formula One common stock were surrendered by certain of our officers and employees to pay withholding taxes and other deductions in connection with the vesting of their restricted stock and restricted stock units.
Item 6. [Reserved ]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying consolidated financial statements and the notes thereto. See note 4 in the accompanying consolidated financial statements for an overview of accounting standards that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements.
Overview
Liberty, through its subsidiaries, is primarily engaged in the motorsport and live entertainment industries.
Formula 1 is a wholly-owned subsidiary and is also a reportable segment. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the Federation 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 compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The F1 Championship takes place on various circuits with a varying number of events (“Formula 1 Events”) taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the F1 Championship as well as various aspects of its management and administration.
On July 3, 2025, the Company acquired approximately 84% of the equity interests in MotoGP Sports Entertainment Group, S.L. (formerly, Dorna Sports, S.L.) (“MotoGP”) for a preliminary purchase price of approximately $3,659 million (approximately €3,122 million) . MotoGP, a reportable segment, is a global motorsports business that holds exclusive commercial rights to the Fédération Internationale de Motocyclisme (“FIM”) Grand Prix World Championship (the “MotoGP Championship”), an annual, approximately nine-month long, motorcycle racing competition in which riders compete for the Riders’ Championship, teams (the “MotoGP Teams”) compete for the Teams’ Championship and engine manufacturers compete for the Manufacturers’ Championship. MotoGP is responsible for the commercial exploitation and development of the MotoGP Championship.
Our “Corporate and Other” category includes corporate expenses and investments and related financial instruments in other companies. QuintEvents, LLC (“QuintEvents”) was a consolidated subsidiary of the Company and was included in “Corporate and Other” until the Liberty Live Split-Off (defined below). Braves Holdings, LLC ("Braves Holdings") was a consolidated subsidiary of the Company and was included in “Corporate and Other” until the Atlanta Braves Holdings Split-Off (defined below).
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 Liberty Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off.
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
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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.
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). Prior to the Reclassification, Liberty’s interest in Live Nation Entertainment, Inc. (“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. Liberty Sirius XM Holdings is presented as a discontinued operation in the accompanying consolidated financial statements.
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.
Live Nation was an equity method affiliate of the Company until the Liberty Live Split-Off. 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 defined in note 8 to the accompanying consolidated financial statements). 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 other 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.
Strategies and Challenges of Business Units
Formula 1. 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;
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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’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
● 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.
Results of Operations—Consolidated
General. Provided in the tables below is information regarding our Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our consolidated reportable segments. The “Corporate and Other” category consists of those assets or businesses which do not qualify as a separate reportable segment. For a more detailed discussion and analysis of the financial results of our principal reportable segment, see “Results of Operations—Businesses” below.
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QuintEvents was a subsidiary of the Company and Live Nation was an equity method affiliate of the Company until the Liberty Live Split-Off on December 15, 2025. QuintEvents is not presented as a discontinued operation in the Company’s consolidated financial statements as the divestiture of QuintEvents through the Liberty Live Split-Off did not represent a strategic shift that had a major effect on the Company’s operations and financial results. 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.
A discussion regarding our financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 can be found in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025.
Consolidated Operating Results
Years ended December 31,
2025
2024
amounts in millions
Revenue
Formula 1
$
3,873
3,411
MotoGP
325
—
Corporate and other
414
373
Elimination
(130)
(131)
Consolidated Liberty
$
4,482
3,653
Operating Income (Loss)
Formula 1
$
632
492
MotoGP
38
—
Corporate and other
(93)
(205)
Consolidated Liberty
$
577
287
Adjusted OIBDA
Formula 1
$
946
791
MotoGP
117
—
Corporate and other
5
(17)
Consolidated Liberty
$
1,068
774
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 of Formula 1 and MotoGP.
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,
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respectively. The decrease in 2025 as compared to 2024 is primarily due to a decrease in corporate and other stock-based compensation expense.
As of December 31, 2025, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $52 million. Such amount will be recognized in our consolidated statements of operations over a weighted average period of approximately 2.3 years.
See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1.
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 measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP’). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:
Years ended December 31,
2025
2024
amounts in millions
Operating income (loss)
$
577
287
Stock-based compensation
21
30
Depreciation and amortization
393
352
Concorde incentive payments
50
—
Impairment and acquisition costs
27
105
Adjusted OIBDA
$
1,068
774
Consolidated Adjusted OIBDA increased $294 million for the year ended December 31, 2025, as compared to the prior year, primarily due to an increase in Formula 1 Adjusted OIBDA and the acquisition of MotoGP in July 2025. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1 and MotoGP.
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Other Income and Expense
Components of Other Income (Expense) are presented in the table below.
Years ended December 31,
2025
2024
amounts in millions
Interest expense
$
(249)
(208)
Realized and unrealized gains (losses) on financial instruments, net
288
(139)
Other, net
117
60
$
156
(287)
Interest expense. Interest expense increased $41 million for the year ended December 31, 2025, as compared to the prior year, primarily due to an increase in the average amount of debt outstanding, partially offset by a decrease in the interest rate on Formula 1’s Senior Loan Facilities (as defined in note 8 to the accompanying consolidated financial statements).
Realized and unrealized gains (losses) on financial instruments, net. Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following:
Years ended December 31,
2025
2024
amounts in millions
Debt measured at fair value
$
(6)
(95)
Foreign currency forward contracts
335
(138)
Interest rate swaps
(41)
103
Debt and equity securities
(12)
(5)
Other
12
(4)
$
288
(139)
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 interest rate swaps. The changes in unrealized gains (losses) on debt and equity securities (as defined in note 4 of our accompanying consolidated financial statements) are due to market factors primarily driven by changes in the fair value of the stock underlying these financial instruments.
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.
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Income taxes. Earnings (losses) from continuing operations before income taxes and income tax (expense) benefit are as follows:
Years ended December 31,
2025
2024
dollar amounts in millions
Earnings (loss) from continuing operations before income taxes
$
733
—
Income tax (expense) benefit
(137)
(44)
Effective income tax rate
19%
n/m
● During 2025, the Company recognized income tax expense less than the expected federal rate of 21% primarily due to certain gains that are not taxable, partially offset by earnings in foreign jurisdictions taxed at rates higher than the 21% U.S. federal rate and an increase in our valuation allowance.
● Due to zero net earnings (loss) from continuing operations for the year ended December 31, 2024, the Company’s effective tax rate was not meaningful, “n/m.” During 2024, the Company recognized income tax expense primarily due to certain losses that are not deductible for tax purposes, partially offset by tax benefits related to stock-based compensation and earnings in foreign jurisdictions taxed at rates lower than the 21% U.S. federal rate.
Net earnings (loss) from continuing operations. We had net earnings from continuing operations of $596 million and net losses from continuing operations of $44 million for the years ended December 31, 2025 and 2024, respectively. The change in net losses from continuing operations was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
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):
Formula 1
$
539
MotoGP
197
Corporate and other
319
Total
$
1,055
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 31, 2025, Formula 1 distributed $2.5 billion to Liberty and the RP test was met, pro forma for such distribution. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. Cash held by MotoGP is accessible by Liberty, except when a RP test imposed by MotoGP’s Credit Facilities (as defined in note 8 to the accompanying consolidated financial statements) is not met. Pursuant to the RP test, Liberty does not have
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unlimited access to MotoGP’s cash when MotoGP’s leverage ratio exceeds a certain threshold. As of December 31, 2025, MotoGP has not made any distributions to Liberty. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.
The Company, Formula 1 and MotoGP are in compliance with all debt covenants as of December 31, 2025.
The cash provided (used) by our continuing operations was as follows:
Years ended December 31,
2025
2024
amounts in millions
Net cash provided (used) by operating activities
$
908
567
Net cash provided (used) by investing activities
$
(3,202)
(292)
Net cash provided (used) by financing activities
$
694
965
Liberty’s primary uses of corporate cash during the year ended December 31, 2025 (excluding cash used by Formula 1 and MotoGP) was $3,267 million for the acquisition of MotoGP, net of cash acquired, funded with cash on hand and borrowings under Formula 1’s Senior Loan Facilities, which were distributed to Liberty, as described above.
During the year ended December 31, 2025, Formula 1’s primary use of cash was $117 million of capital expenditures, funded by cash from operations.
The projected uses of Liberty’s cash (excluding Formula 1 and MotoGP’s uses of cash) are the investment in new or existing businesses, debt service and the potential buyback of common stock under the approved share buyback program. Liberty expects to fund its projected uses of cash with the potential sources of liquidity identified above or distributions from operating subsidiaries. Net payments of income tax liabilities may be required to settle items under discussion with tax authorities.
Formula 1’s uses of cash are expected to be capital expenditures and debt service payments. Liberty expects Formula 1 to fund its projected uses of cash with cash on hand and cash provided by operations.
MotoGP’s uses of cash are expected to be debt service payments. Liberty expects MotoGP to fund its projected uses of cash with cash on hand and cash provided by operations.
We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.
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Off-Balance Sheet Arrangements and Material Cash Requirements
Information concerning the amount and timing of required payments, both accrued and off-balance sheet, excluding uncertain tax positions as it is indeterminable when payments will be made, is summarized below.
Payments due by period
Total
Less than 1 year
2 - 3 years
4 - 5 years
After 5 years
amounts in millions
Material Cash Requirements
Long-term debt (1)
$
5,022
52
642
838
3,490
Motorsport agreement obligations (2)
2,878
165
165
168
2,380
Interest payments (3)
1,274
241
472
391
170
Operating lease obligations
27
5
10
7
5
Short-term leases (4)
46
16
30
—
—
Other obligations
2
2
—
—
—
Total consolidated
$
9,249
481
1,319
1,404
6,045
(1) Amounts are stated at the face amount at maturity of our debt instruments and may differ from the amounts stated in our consolidated balance sheet to the extent debt instruments (i) were issued at a discount or premium or (ii) have elements which are reported at fair value in our consolidated balance sheet. Amounts do not assume additional borrowings or refinancings of existing debt.
(2) Amounts are based on agreements between (i) Formula 1 and the FIA for annual regulatory services the FIA is obligated to provide to the F1 Championship until the end of 2110, (ii) MotoGP and the FIM granting MotoGP the exclusive right to commercially manage, promote and organize the MotoGP Championship until December 31, 2060 and (iii) MotoGP and the International Road-Racing Teams Association (“IRTA”) securing the commitment of the MotoGP Teams to continue participating in the MotoGP Championship until December 31, 2026.
(3) Amounts (i) are based on our outstanding debt at December 31, 2025, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2025 rates and (iii) assume that our existing debt is repaid at maturity.
(4) The Company does not recognize lease liabilities for short-term leases, which are those leases with a term of twelve months or less or leases with non-consecutive periods of use that total twelve months or less at the lease commencement date. Certain short-term leases that include non-consecutive periods of use extend over multiple years.
Critical Accounting Estimates
The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Listed below are the accounting estimates that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. All of these accounting estimates and assumptions, as well as the resulting impact to our financial statements, have been discussed with our audit committee.
Non-Financial Instrument Valuations. Our non-financial instrument valuations are primarily comprised of our determination of the estimated fair value allocation of net tangible and identifiable intangible assets acquired in business combinations, our annual assessment of the recoverability of our goodwill and other nonamortizable intangibles, such as trademarks, and our evaluation of the recoverability of our other long-lived assets upon certain triggering events. If the carrying value of our long-lived assets exceeds their estimated fair value, we are required to write the carrying value down to fair value. Any such write-down is included in impairment, restructuring and acquisition costs, net of recoveries in our consolidated statement of operations. A high degree of judgment is required to estimate the fair value of our long-lived assets. We may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the high degree of judgment involved in our estimation techniques, any value ultimately derived from our long-lived assets may differ from our estimate of fair value.
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As of December 31, 2025, Formula 1 had $3,956 million of goodwill and MotoGP had $3,069 million of goodwill.
We perform our annual assessment of the recoverability of our goodwill and other nonamortizable intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred. The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.
Income Taxes. We are required to estimate the amount of tax payable or refundable for the current year and the deferred income tax liabilities and assets for the future tax consequences of events that have been reflected in our financial statements or tax returns for each taxing jurisdiction in which we operate. This process requires our management to make judgments regarding the timing and probability of the ultimate tax impact of the various agreements and transactions that we enter into. Based on these judgments we may record tax reserves or adjustments to valuation allowances on deferred tax assets to reflect the expected realizability of future tax benefits. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our inability to generate sufficient future taxable income or unpredicted results from the final determination of each year’s liability by taxing authorities. These changes could have a significant impact on our financial position.
Results of Operations—Businesses
Formula 1. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the F1 Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship. The F1 Championship takes place on various circuits throughout the world. 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.
The 2025 F1 Championship calendar consisted of the same 24 Formula 1 Events that were held in 2024, except in a different order.
Prior to the Liberty Live Split-Off, Formula 1’s results included intercompany revenue from QuintEvents that was eliminated in consolidation. Subsequent to the Liberty Live Split-Off, QuintEvents is no longer a subsidiary of the Company and such revenue is not eliminated.
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Formula 1’s operating results were as follows:
Years ended December 31,
2025
2024
dollar amounts in millions
Primary Formula 1 revenue
$
3,086
2,757
Other Formula 1 revenue
787
654
Total motorsport revenue
3,873
3,411
Operating expenses:
Cost of motorsport revenue, excluding Concorde incentive payments
(2,581)
(2,332)
Selling, general and administrative expenses
(346)
(288)
Adjusted OIBDA
946
791
Concorde incentive payments
(50)
—
Stock-based compensation
(1)
(3)
Depreciation and amortization
(263)
(296)
Operating income (loss)
$
632
492
Number of Formula 1 Events
24
24
Primary Formula 1 revenue is derived from the commercial exploitation and development of the F1 Championship through a combination of the following:
● Race promotion fees - earned from granting the rights to host, stage and promote each Formula 1 Event on the F1 Championship calendar, fees from certain race promoters to license additional commercial rights from Formula 1 to secure Formula 2, Formula 3 and F1 Academy races at Formula 1 Events, technical service fees from promoters to support the origination of program footage and ticketing revenue from Formula 1’s direct promotion of the Las Vegas Grand Prix
● Media rights fees - earned from licensing the right to broadcast Formula 1 Events and Formula 2 and Formula 3 races on television and other platforms, F1 TV subscriptions and other related services, the origination of program footage, footage from Formula 1’s archives and the licensing of radio broadcast and other ancillary media rights
● Sponsorship fees - earned from the sale of F1 Championship and Formula 1 Event-related advertising and sponsorship rights and the servicing of such rights, rights to advertise on Formula 1’s digital platforms and at non-Championship related events
Primary Formula 1 revenue increased $329 million during the year ended December 31, 2025, as compared to the prior year. Media rights revenue increased during the year ended December 31, 2025, as compared to the prior year, due to the effect of contractual increases in fees, the continued growth in F1 TV subscription revenue and the recognition of one-time revenue associated with the release of the F1 movie. Race promotion revenue increased during the year ended December 31, 2025, as compared to the prior year, primarily due to contractual increases in fees. Sponsorship revenue increased during the year ended December 31, 2025, as compared to the prior year, primarily due to revenue from new sponsors, contractual increases in revenue from existing sponsors and growth in digital advertising revenue.
Other Formula 1 revenue is generated from miscellaneous and ancillary sources primarily related to the sale of tickets to the Paddock Club at most Formula 1 Events, facilitating the shipment of cars and equipment to and from Formula 1 Events outside of Europe, the sale of hospitality and experiences at the Las Vegas Grand Prix, the operation of the Formula 2, Formula 3 and F1 Academy series, other licensing opportunities, various television production activities and the operations at the Grand Prix Plaza site in Las Vegas, including karting, other activations and hosting corporate events.
Other Formula 1 revenue increased $133 million during the year ended December 31, 2025, as compared to the prior year, primarily due to higher hospitality revenue, driven by increased attendance at, and revenue from, the Paddock Club and other premium hospitality offerings, growth in licensing income, higher freight income due to the different routes flown and the pass through of increased freight costs and income from new activities at Grand Prix Plaza in Las Vegas.
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Cost of motorsport revenue consists of team payments and other costs of motorsport revenue. Other costs of motorsport revenue are largely variable in nature and relate to both primary and other Formula 1 revenue. The largest components of other costs of motorsport revenue are costs related to promoting, organizing and delivering the Las Vegas Grand Prix, hospitality costs, which are principally related to catering and other aspects of the production and delivery of hospitality offerings at the Las Vegas Grand Prix and the Paddock Club at other Formula 1 Events, and costs incurred in the provision and sale of freight, travel and logistical services. Other costs of motorsport revenue also include sponsorship and digital product sales’ commissions, circuit rights’ fees payable under various agreements with race promoters to acquire certain commercial rights at Formula 1 Events, including the right to sell advertising, hospitality and support race opportunities, annual FIA regulatory fees, Formula 2 and Formula 3 cars, parts and maintenance services, costs related to the F1 Academy series, television production and post-production services, advertising production services, digital and social media activities and the operation of various activities at Grand Prix Plaza.
Years ended December 31,
2025
2024
amounts in millions
Team payments, excluding Concorde incentive payments
$
(1,400)
(1,266)
Other costs of motorsport revenue
(1,181)
(1,066)
Cost of motorsport revenue, excluding Concorde incentive payments
$
(2,581)
(2,332)
Cost of motorsport revenue increased $249 million during the year ended December 31, 2025, as compared to the prior year.
Team payments increased $134 million during the year ended December 31, 2025, as compared to the prior year, driven by the increase in Formula 1 revenue and the associated impact on the calculation of variable Formula 1 prize fund elements, which are calculated with reference to Formula 1’s revenue and costs.
Other costs of motorsport revenue increased $115 million during the year ended December 31, 2025, as compared to the prior year, primarily due to higher commissions and partner servicing costs associated with increased Primary Formula 1 revenue streams, higher hospitality costs from increased Paddock Club attendance, higher freight costs associated with the freight movements required as a result of the different order of Formula 1 Events and cost inflation, increased costs from various activities at Grand Prix Plaza, higher travel costs, higher race promotion costs to support the servicing of new sponsors and higher technical costs, partially offset by decreases in hospitality and event promotion costs at the Las Vegas Grand Prix.
Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses increased $58 million during the year ended December 31, 2025, as compared to the prior year, driven by higher personnel and marketing costs, including the costs associated with the 75 th season launch event.
Concorde incentive payments represent one-time fees paid to the teams upon signing the 2026 Concorde Commercial Agreement. Such payments are excluded from Adjusted OIBDA for the year ended December 31, 2025.
Stock-based compensation expense decreased $2 million during the year ended December 31, 2025, as compared to the prior year, driven by longer vesting periods for stock options and restricted stock units granted in 2025 than stock options and restricted stock units granted in 2024.
Depreciation and amortization includes depreciation of fixed assets and amortization of intangible assets. Depreciation and amortization decreased $33 million during the year ended December 31, 2025, as compared to the prior year, primarily due to decreases in amortization expense related to certain intangible assets acquired in the acquisition of Formula 1 by Liberty.
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MotoGP. MotoGP is a global motorsports business that holds exclusive commercial rights to the MotoGP Championship and other motorcycle racing championships. The MotoGP Championship is comprised of a varying number of MotoGP Events, which are inclusive of MotoGP, Moto2 and Moto3, taking place in different countries around the world each season. 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. The 2025 MotoGP Championship was comprised of 22 MotoGP Events and the 2024 MotoGP Championship was comprised of 20 MotoGP Events.
Liberty acquired approximately 84% of the equity interests of MotoGP on July 3, 2025 and applied acquisition accounting and consolidated the results of MotoGP from that date. Although MotoGP’s results are only included in Liberty’s results for the period from July 3, 2025 through December 31, 2025, we believe a discussion of MotoGP’s results for all periods presented promotes a better understanding of the overall results of its business. For comparison and discussion purposes, we are presenting the pro forma results of MotoGP for the years ended December 31, 2025 and 2024, inclusive of acquisition accounting adjustments, which primarily impact amortization expense. The pro forma financial information was prepared based on the historical financial information of MotoGP and assuming the acquisition of MotoGP took place on January 1, 2024. The acquisition price allocation related to the MotoGP acquisition is preliminary. Accordingly, the pro forma adjustments are based on this preliminary allocation and have been made solely for the purpose of providing comparative pro forma financial information. The financial information below is presented for illustrative purposes only and does not purport to represent the actual results of operations of MotoGP had the acquisition occurred on January 1, 2024, or to project the results of operations of Liberty for any future periods. The pro forma adjustments are based on available information and certain assumptions that Liberty 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 Liberty.
Prior to the Liberty Live Split-Off, MotoGP’s pro forma operating results included intercompany revenue from QuintEvents that was eliminated in consolidation. Subsequent to the Liberty Live Split-Off, QuintEvents is no longer a subsidiary of the Company and such revenue is not eliminated.
MotoGP’s pro forma operating results were as follows:
Years ended December 31,
2025
2024
amounts in millions
Primary MotoGP revenue
$
502
435
Other MotoGP revenue
71
68
Total motorsport revenue
573
503
Operating expenses:
Cost of motorsport revenue
(292)
(247)
Selling, general and administrative expenses
(80)
(81)
Adjusted OIBDA
201
175
Depreciation and amortization
(147)
(146)
Operating income (loss)
$
54
29
Number of MotoGP Events
22
20
Primary MotoGP revenue is derived through a combination of media rights fees (earned from licensing the right to broadcast MotoGP Events, VideoPass subscriptions and other related services, the origination of program footage, footage from MotoGP’s archives and the licensing of other ancillary media rights), race promotion fees (earned from granting the rights to host, stage and promote MotoGP Events) and sponsorship fees (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).
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Primary MotoGP revenue increased $67 million during the year ended December 31, 2025, as compared to the prior year. Media rights revenue increased during the year ended December 31, 2025, as compared to the prior year, primarily due to the effect of contractual increases in fees, the continued growth in VideoPass subscription revenue and a favorable change in currency exchange rates. Race promotion revenue increased during the year ended December 31, 2025, as compared to the prior year, primarily due to the impact of recognizing MotoGP Event-specific revenue from two additional MotoGP Events, contractual increases in fees and a favorable change in currency exchange rates. Sponsorship revenue increased during the year ended December 31, 2025, as compared to the prior year, primarily due to the effect of contractual increases in fees from existing sponsors and a favorable change in currency exchange rates.
Other MotoGP revenue is generated from other motorcycle racing championships, including the FIM World Superbike Championship (“WorldSBK”), hospitality (inclusive of the sale of tickets to the MotoGP VIP Village and MotoGP Premier hospitality programs at most events) and other licensing opportunities.
Other MotoGP revenue increased $3 million during the year ended December 31, 2025, as compared to the prior year, primarily driven by higher hospitality revenue due to two additional MotoGP Events and increased attendance, and a favorable change in currency exchange rates, partially offset by a decrease in contractual fees related to the MotoE Championship.
In describing MotoGP’s operating results, the term “currency exchange rates” refers to the foreign currency exchange rates MotoGP uses to convert the operating results for countries where the functional currency is not the U.S. dollar. MotoGP calculates the effect of changes in currency exchange rates as the difference between current period activity translated using the prior period's currency exchange rates. MotoGP refers to the results of this calculation as the impact of currency exchange rate fluctuations. Constant currency operating results, a non-GAAP measure, refers to operating results without the impact of currency exchange rate fluctuations. The disclosure of results in constant currency permits investors to better understand MotoGP’s underlying performance without the effects of currency exchange rate fluctuations.
The percentage change in MotoGP’s revenue in U.S. dollars and in constant currency was as follows:
Year ended December 31, 2025
U.S. Dollars
Foreign currency exchange impact
Constant currency
Motorsport revenue
13.9
%
5.3
%
8.6
%
For the year ended December 31, 2025, motorsport revenue had a constant currency growth rate of 8.6% versus a U.S. dollar growth rate of 13.9%, the difference of which is attributable to the weakening of the U.S. dollar to the Euro.
Cost of motorsport revenue includes both variable and fixed costs components and relates to both primary and other motorsport revenue. On an annual basis, the largest components of costs of motorsport revenue are costs related to IRTA payments, which are generally fixed on a per race basis with slight variations based on the mix and number of MotoGP Events and escalate on an annual basis, costs related to television productions, advertising and sponsorship materials, the delivery of hospitality offerings, freight travel and annual FIM fees.
Cost of motorsport revenue increased $45 million during the year ended December 31, 2025, as compared to the corresponding period in the prior year, primarily due to two additional MotoGP Events and eight overseas events in 2025 versus seven in 2024, which drove increased IRTA, freight, travel, television production and hospitality costs, and an unfavorable change in currency exchange rates.
Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses decreased $1 million during the year ended December 31, 2025, as compared to the prior year, primarily due to a decrease in bad debt expense, partially offset by higher personnel and marketing costs and an unfavorable change in currency exchange rates.
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Depreciation and amortization includes depreciation of property and equipment and amortization of intangible assets. Depreciation and amortization was relatively flat during the year ended December 31, 2025, as compared to the prior year.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse changes in interest rates and foreign currency exchange rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.
We are exposed to changes in interest rates primarily as a result of our borrowing and investment activities, which include investments in fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate.
As of December 31, 2025, our debt is comprised of the following amounts:
Variable rate debt
Fixed rate debt
Principal
Weighted avg
Principal
Weighted avg
amount
interest rate
amount
interest rate
dollar amounts in millions
$
2,323
5.2%
$
2,699
4.3%
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 reported in our consolidated financial statements for, and as of the end of, each reporting period. MotoGP's reported revenue for the year ended December 31, 2025 would have been impacted by approximately $33 million for every 10% change in the Euro / U.S. dollar exchange rate.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of Liberty Media Corporation are filed under this Item, beginning on Page II-24. The financial statement schedules required by Regulation S-X are filed under Item 15 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
In accordance with Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and principal accounting and financial officer (the “Executives”) and under the oversight of its Board of Directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of
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December 31, 2025. Based on that evaluation, the Executives concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
See page II-19 for Management’s Report on Internal Control Over Financial Reporting.
See page II-20 for Report of Independent Registered Public Accounting Firm for their attestation regarding the effectiveness of our internal control over financial reporting.
In July 2025, the Company acquired MotoGP. As a result of the acquisition, the Company is reviewing the internal controls of MotoGP and is making appropriate changes as deemed necessary. Except for the changes in internal control at MotoGP, there has been no change in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Item 9B. Other Information.
Insider Trading Arrangements
None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, using the criteria in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective. The Company’s assessment of internal control over financial reporting did not include the internal controls of MotoGP Sports Entertainment S.L. (formerly Dorna Sports, S.L.) (“MotoGP”) which the Company acquired in the third quarter of 2025. The amount of total assets and revenue of MotoGP included in our consolidated financial statements as of and for the year ended December 31, 2025 was $6,277 million and $325 million, respectively.
The Company’s independent registered public accounting firm audited the consolidated financial statements and related notes in the Annual Report on Form 10-K and has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. Their report appears on page II-20 of this Annual Report on Form 10-K.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Media Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired MotoGP Sports Entertainment Group, S.L. during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, MotoGP Sports Entertainment Group, S.L.’s internal control over financial reporting associated with total assets of $6,277 million and total revenues of $325 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of MotoGP Sports Entertainment Group, S.L.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 26, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Liberty Media Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Media Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair value of intangible asset acquired in a business combination
As discussed in Notes 3 and 4 to the consolidated financial statements, on July 3, 2025, the Company acquired approximately 84% of the equity interests in MotoGP Sports Entertainment Group, S.L. (MotoGP) for a preliminary purchase price of approximately $3,659 million. The fair value of the Federation Internationale de Motocyclisme (FIM) rightsholder agreement, which provides MotoGP the exclusive commercial rights to operate the MotoGP Championship, was determined using the relief from royalty method. The preliminary acquisition date fair value of the FIM rightsholder agreement intangible asset recorded by the Company was $1,653 million. We identified the evaluation of the estimated acquisition date fair value of the FIM rightsholder agreement intangible asset as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate the royalty rate and projected revenue growth rate used to value the FIM rightsholder agreement intangible asset. Changes in these assumptions
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could have had a significant impact on the acquisition date fair value of the FIM rightsholder agreement. Additionally, involvement of valuation professionals with specialized skills and knowledge was required to assess the royalty rate.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s purchase accounting process, including controls related to the development and selection of the royalty rate and projected revenue growth rate used to estimate the acquisition date fair value of the FIM rightsholder agreement intangible asset. We performed sensitivity analyses over the projected revenue growth rate to assess the impact of changes in the assumption on the Company’s determination of fair value, and we evaluated the reasonableness of the projected revenue growth rate by comparing it to historical MotoGP results. In addition, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating the royalty rate by comparing it against a range of royalty rates that was independently developed using publicly-available market data for comparable agreements, as well as to royalty rates from other comparable valuations.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Denver, Colorado
February 26, 2026
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
2025
2024
amounts in millions
Assets
Current assets:
Cash and cash equivalents
$
1,055
2,631
Trade and other receivables, net
115
114
Contract assets
114
114
Other current assets
89
163
Current assets of discontinued operations (note 2)
—
326
Total current assets
1,373
3,348
Property and equipment, at cost
1,087
1,007
Accumulated depreciation
( 219 )
( 197 )
868
810
Goodwill (note 7)
7,025
4,134
Intangible assets subject to amortization, net (note 7)
5,102
2,689
Deferred income tax assets (note 9)
539
577
Other assets
491
778
Noncurrent assets of discontinued operations (note 2)
—
665
Total assets
$
15,398
13,001
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities
$
575
649
Current portion of debt (note 8)
52
26
Deferred revenue
263
267
Financial instrument liabilities (note 6)
—
138
Other current liabilities
49
54
Total current liabilities
939
1,134
Long-term debt, including $ 597 million and $ 588 million measured at fair value, respectively (note 8)
5,048
2,966
Deferred income tax liabilities (note 9)
656
52
Other liabilities
305
241
Noncurrent liabilities of discontinued operations (note 2)
—
1,557
Total liabilities
$
6,948
5,950
(continued)
See accompanying notes to consolidated financial statements.
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2025 and 2024
2025
2024
amounts in millions
Redeemable noncontrolling interests in equity of subsidiary (note 3)
$
693
—
Stockholders' equity (notes 10, 12 and 14):
Preferred stock, $ .01 par value. Authorized 50,000,000 shares; no shares issued
—
—
Series A Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares at December 31, 2025; issued and outstanding 23,991,058 shares at December 31, 2025 and 23,987,941 shares at December 31, 2024 (note 1)
—
—
Series A Liberty Live common stock, $ .01 par value. Authorized 521,400,000 shares at December 31, 2024; issued and outstanding 25,568,345 shares at December 31, 2024 (note 1)
NA
—
Series B Liberty Formula One common stock, $ .01 par value. Authorized 18,750,000 shares at December 31, 2025; issued and outstanding 2,381,188 shares at December 31, 2025 and 2,431,602 shares at December 31, 2024 (note 1)
—
—
Series B Liberty Live common stock, $ .01 par value. Authorized 19,552,500 shares at December 31, 2024; issued and outstanding 2,536,291 shares at December 31, 2024 (note 1)
NA
—
Series C Liberty Formula One common stock, $ .01 par value. Authorized 500,000,000 shares at December 31, 2025; issued and outstanding 224,102,042 shares at December 31, 2025 and 222,839,968 shares at December 31, 2024 (note 1)
2
2
Series C Liberty Live common stock, $ .01 par value. Authorized 521,400,000 shares at December 31, 2024; issued and outstanding 63,728,403 shares at December 31, 2024 (note 1)
NA
1
Additional paid-in capital
—
—
Accumulated other comprehensive earnings (loss), net of taxes
( 30 )
( 153 )
Retained earnings
7,785
7,179
Total stockholders' equity
7,757
7,029
Noncontrolling interests in equity of subsidiaries
—
22
Total equity
7,757
7,051
Commitments and contingencies (note 15)
Total liabilities and equity
$
15,398
13,001
See accompanying notes to consolidated financial statements.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations
Years ended December 31, 2025, 2024 and 2023
2025
2024
2023
amounts in millions
Revenue:
Motorsport revenue
$
4,105
3,318
3,222
Other revenue
377
335
350
Total revenue
4,482
3,653
3,572
Operating costs and expenses (note 4):
Cost of motorsport revenue (exclusive of depreciation shown separately below)
2,758
2,294
2,240
Other cost of sales
213
194
—
Selling, general and administrative, including stock-based compensation
514
421
659
Depreciation and amortization
393
352
406
Impairment and acquisition costs
27
105
1
3,905
3,366
3,306
Operating income (loss)
577
287
266
Other income (expense):
Interest expense
( 249 )
( 208 )
( 234 )
Realized and unrealized gains (losses) on financial instruments, net (note 6)
288
( 139 )
44
Unrealized gains (losses) on intergroup interests
—
—
( 68 )
Other, net
117
60
89
156
( 287 )
( 169 )
Earnings (loss) from continuing operations before income taxes
733
—
97
Income tax (expense) benefit (note 9)
( 137 )
( 44 )
( 24 )
Net earnings (loss) from continuing operations
596
( 44 )
73
Net earnings (loss) from discontinued operations (note 2)
( 41 )
( 2,431 )
889
Net earnings (loss)
555
( 2,475 )
962
Less net earnings (loss) attributable to the noncontrolling interests
—
( 412 )
201
Net earnings (loss) attributable to Liberty stockholders
$
555
( 2,063 )
761
Net earnings (loss) from continuing operations attributable to Liberty stockholders (note 1):
Liberty Formula One common stock
$
603
( 30 )
185
Liberty Live common stock
( 7 )
( 12 )
—
Liberty Braves common stock
NA
NA
( 111 )
Net earnings (loss) from discontinued operations attributable to Liberty stockholders:
Liberty Live common stock
( 41 )
( 19 )
( 142 )
Liberty SiriusXM common stock
NA
( 2,002 )
829
$
555
( 2,063 )
761
(continued)
See accompanying notes to consolidated financial statements.
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Operations (Continued)
Years ended December 31, 2025, 2024 and 2023
2025
2024
2023
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (notes 1 and 4)
Series A, B and C Liberty Formula One common stock
$
2.41
( 0.13 )
0.79
Series A, B and C Liberty Live common stock
$
( 0.08 )
( 0.13 )
—
Series A, B and C Liberty Braves common stock
$
NA
NA
( 2.09 )
Basic net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 1 and 4):
Series A, B and C Liberty Live common stock
$
( 0.45 )
( 0.21 )
( 1.54 )
Series A, B and C Liberty SiriusXM common stock
$
NA
( 6.12 )
2.54
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share (notes 1 and 4)
Series A, B and C Liberty Formula One common stock
$
2.17
( 0.13 )
0.62
Series A, B and C Liberty Live common stock
$
( 0.08 )
( 0.13 )
—
Series A, B and C Liberty Braves common stock
$
NA
NA
( 2.09 )
Diluted net earnings (loss) from discontinued operations attributable to Liberty stockholders per common share (notes 1 and 4):
Series A, B and C Liberty Live common stock
$
( 0.45 )
( 0.21 )
( 1.54 )
Series A, B and C Liberty SiriusXM common stock
$
NA
( 6.16 )
2.42
See accompanying notes to consolidated financial statements.
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Comprehensive Earnings (Loss)
Years ended December 31, 2025, 2024 and 2023
2025
2024
2023
amounts in millions
Net earnings (loss)
$
555
( 2,475 )
962
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments
43
( 7 )
10
Credit risk on fair value debt instruments gains (losses)
( 4 )
( 13 )
( 10 )
Recognition of previously unrealized (gains) losses on debt
—
—
( 1 )
Other comprehensive earnings (loss) from continuing operations
39
( 20 )
( 1 )
Other comprehensive earnings (loss) from discontinued operations
65
( 178 )
53
Comprehensive earnings (loss)
659
( 2,673 )
1,014
Less comprehensive earnings (loss) attributable to the noncontrolling interests
—
( 414 )
202
Comprehensive earnings (loss) attributable to Liberty stockholders
$
659
( 2,259 )
812
Comprehensive earnings (loss) from continuing operations attributable to Liberty stockholders:
Liberty Formula One common stock
$
642
( 50 )
184
Liberty Live common stock
( 48 )
( 12 )
—
Liberty Braves common stock
NA
NA
( 111 )
Comprehensive earnings (loss) from discontinued operations attributable to Liberty stockholders:
Liberty Live common stock
65
( 157 )
( 84 )
Liberty SiriusXM common stock
NA
( 2,040 )
823
$
659
( 2,259 )
812
See accompanying notes to consolidated financial statements.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statements Of Cash Flows
Years ended December 31, 2025, 2024 and 2023
2025
2024
2023
amounts in millions
(see note 5)
Cash flows from operating activities:
Net earnings (loss)
$
555
( 2,475 )
962
Adjustments to reconcile net earnings to net cash provided by operating activities:
(Earnings) loss from discontinued operations
41
2,431
( 889 )
Depreciation and amortization
393
352
406
Stock-based compensation
21
30
27
Non-cash impairment expense
—
73
—
Realized and unrealized (gains) losses on financial instruments, net
( 288 )
139
( 44 )
Unrealized (gains) losses on intergroup interests, net
—
—
68
Deferred income tax expense (benefit)
18
29
15
Intergroup tax allocation
11
( 104 )
( 177 )
Intergroup tax (payments) receipts
—
129
121
Other charges (credits), net
10
28
( 2 )
Changes in operating assets and liabilities
Current and other assets
84
39
12
Payables and other liabilities
63
( 104 )
152
Net cash provided (used) by operating activities
908
567
651
Cash flows from investing activities:
Capital expended for property and equipment, including internal-use software and website development
( 119 )
( 75 )
( 461 )
Cash proceeds from dispositions of investments
26
10
110
Cash (paid) received for acquisitions, net of cash acquired
( 3,267 )
( 205 )
—
Cash proceeds from foreign currency forward contracts
3,700
—
—
Cash paid for foreign currency forward contracts
( 3,503 )
—
—
Investments in equity method affiliates and debt and equity securities
( 25 )
( 8 )
( 173 )
Other investing activities, net
( 14 )
( 14 )
( 21 )
Net cash provided (used) by investing activities
( 3,202 )
( 292 )
( 545 )
Cash flows from financing activities:
Borrowings of debt
1,748
645
30
Repayments of debt
( 781 )
( 677 )
( 90 )
Payment to Liberty Live Holdings Inc.
( 172 )
—
—
Liberty Live Holdings Inc. Split-Off
( 89 )
—
—
Issuance of Series C Liberty Formula One common stock
—
939
—
Settlement of intergroup interests
—
—
( 273 )
Atlanta Braves Holdings, Inc. Split-Off
—
—
( 188 )
Reclassification
—
—
( 100 )
Other financing activities, net
( 12 )
58
16
Net cash provided (used) by financing activities
694
965
( 605 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
16
( 10 )
1
Net cash provided (used) by discontinued operations:
Cash provided (used) by operating activities
( 38 )
868
1,813
Cash provided (used) by investing activities
—
( 604 )
( 695 )
Cash provided (used) by financing activities
( 286 )
( 559 )
( 868 )
Net cash provided (used) by discontinued operations
( 324 )
( 295 )
250
Net increase (decrease) in cash, cash equivalents and restricted cash
( 1,908 )
935
( 248 )
Cash, cash equivalents and restricted cash at beginning of period
2,963
2,028
2,276
Cash, cash equivalents and restricted cash at end of period
$
1,055
2,963
2,028
See accompanying notes to consolidated financial statements .
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Consolidated Statement Of Equity
Years ended December 31, 2025, 2024 and 2023
Stockholders' equity
Accumulated
Noncontrolling
Additional
other
interest in
Preferred
Liberty Formula One
Liberty Live
Liberty Sirius XM
Liberty Braves
paid-in
comprehensive
Retained
equity of
Total
Stock
Series A
Series B
Series C
Series A
Series B
Series C
Series A
Series B
Series C
Series A
Series B
Series C
capital
earnings (loss)
earnings
subsidiaries
equity
amounts in millions
Balance at January 1, 2023
$
—
$
—
$
—
$
2
NA
NA
NA
$
1
$
—
$
2
$
—
$
—
$
—
$
1,408
$
( 39 )
$
14,589
$
3,163
$
19,126
Net earnings (loss)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
761
201
962
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
51
—
1
52
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
216
—
—
34
250
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
( 74 )
—
—
—
( 74 )
Shares repurchased by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
46
—
—
( 320 )
( 274 )
Shares issued by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
( 61 )
—
—
65
4
Dividends paid by subsidiary
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 65 )
( 65 )
Atlanta Braves Holdings, Inc. Split-Off
—
—
—
—
—
—
—
—
—
—
—
—
—
( 180 )
—
—
( 11 )
( 191 )
Formula One Distribution
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 289 )
—
( 289 )
Reclassification
—
—
—
—
—
—
1
—
—
—
—
—
—
( 1 )
—
—
—
—
Other, net
—
—
—
—
—
—
—
—
—
—
—
—
—
( 37 )
—
—
( 19 )
( 56 )
Balance at December 31, 2023
—
—
—
2
—
—
1
1
—
2
NA
NA
NA
1,317
12
15,061
3,049
19,445
Net earnings (loss)
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
—
—
( 2,063 )
( 412 )
( 2,475 )
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
—
( 196 )
—
( 2 )
( 198 )
Liberty Sirius XM Holdings Inc. Split-Off
—
—
—
—
—
—
—
( 1 )
—
( 2 )
NA
NA
NA
( 8,187 )
31
—
( 2,641 )
( 10,800 )
Issuance of Series C Liberty Formula One common stock
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
939
—
—
—
939
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
158
—
—
24
182
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
( 56 )
—
—
—
( 56 )
Dividends paid by subsidiary
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
—
—
—
( 52 )
( 52 )
Reclassification to additional paid-in capital
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
5,818
—
( 5,818 )
—
—
Other, net
—
—
—
—
—
—
—
—
—
—
NA
NA
NA
11
—
( 1 )
56
66
Balance at December 31, 2024
—
—
—
2
—
—
1
NA
NA
NA
NA
NA
NA
—
( 153 )
7,179
22
7,051
Net earnings (loss)
—
—
—
—
—
—
—
NA
NA
NA
NA
NA
NA
—
—
555
—
555
Other comprehensive earnings (loss)
—
—
—
—
—
—
—
NA
NA
NA
NA
NA
NA
—
104
—
—
104
Liberty Live Holdings Inc. Split-Off
—
—
—
—
—
—
( 1 )
NA
NA
NA
NA
NA
NA
( 1 )
19
—
( 22 )
( 5 )
Stock-based compensation
—
—
—
—
—
—
—
NA
NA
NA
NA
NA
NA
26
—
—
—
26
Withholding taxes on net share settlements of stock-based compensation
—
—
—
—
—
—
—
NA
NA
NA
NA
NA
NA
( 10 )
—
—
—
( 10 )
Issuance of common stock upon exercise of stock options
—
—
—
—
—
—
—
NA
NA
NA
NA
NA
NA
42
—
—
—
42
Reclassification to additional paid-in capital
—
—
—
—
—
—
—
NA
NA
NA
NA
NA
NA
( 49 )
—
49
—
—
Other, net
—
—
—
—
—
—
—
NA
NA
NA
NA
NA
NA
( 8 )
—
2
—
( 6 )
Balance at December 31, 2025
$
—
$
—
$
—
$
2
NA
NA
NA
NA
NA
NA
NA
NA
NA
$
—
$
( 30 )
$
7,785
$
—
$
7,757
See accompanying notes to consolidated financial statements.
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(1) Basis of Presentatio n
The accompanying consolidated financial statements of Liberty Media Corporation (“Liberty,” “we,” “our,” “us” or the “Company” unless the context otherwise requires) represent a consolidation of certain motorsport and live entertainment related assets and businesses. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Liberty, through its subsidiaries, is primarily engaged in the motorsport and live entertainment industries, with events held worldwide and operations primarily headquartered in the United Kingdom (“U.K.”) and Spain. Our most significant subsidiaries include Delta Topco Limited (the parent company of Formula 1) and MotoGP Sports Entertainment Group, S.L. (formerly, Dorna Sports, S.L.) (“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 Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”). Atlanta Braves Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the “Braves Group”), a tracking stock group, immediately prior to the Atlanta Braves Holdings Split-Off, except for intergroup interests in the Braves Group attributed to Liberty’s other tracking stock groups, the Liberty SiriusXM Group and the Liberty Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the with the Atlanta Braves Holdings Split-Off. On July 19, 2023, the shares of Atlanta Braves Holdings Series C common stock utilized to settle and extinguish the intergroup interest were distributed on a pro rata basis to holders of Liberty Formula One common stock (the “Formula One Distribution”).
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-tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”).
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 (“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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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
During 2023, the Formula One Group paid approximately $ 273 million to the Liberty SiriusXM Group to settle an intergroup interest in the Formula One Group held by the Liberty SiriusXM Group.
On September 9, 2024, Liberty completed the split-off (the “Liberty Sirius XM Holdings Split-Off”) of its wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”). 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. At the time of the Liberty Sirius XM Holdings Split-Off, the Liberty SiriusXM Group was comprised of Liberty’s interest in Sirius XM Holdings, corporate cash, Liberty’s 3.75 % Convertible Senior Notes due 2028, Liberty’s 2.75 % Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Liberty. 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. Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s consolidated financial statements. See note 2 for details of the Liberty Sirius XM Holdings Split-Off.
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”). 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.
Live Nation was an equity method affiliate of the Company until the Liberty Live Split-Off. The Company’s investment in Live Nation (including related debt and derivative instruments) and corporate cash and expenses previously attributed to the Liberty Live Group are presented as a discontinued operations in the Company’s consolidated financial statements. See note 2 for details of the Liberty Live Split-Off.
Prior to the Liberty Live Split-Off, the Formula One Group was primarily comprised of Liberty’s interests in Formula 1, MotoGP and QuintEvents, cash and Liberty’s 2.25 % Convertible Senior Notes due 2027 (as defined below). 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.
Liberty has entered into certain agreements with QVC Group, Inc., formerly known as Qurate Retail, Inc. (“QVC Group”), Liberty Broadband Corporation (“Liberty Broadband”), GCI Liberty, Inc. (“GCI Liberty”), Liberty Live Holdings, Liberty TripAdvisor Holdings, Inc. (“TripCo”), Liberty Sirius XM Holdings and Atlanta Braves Holdings, all of which are or were (in the case of TripCo) separate publicly traded companies, in order to govern our relationships with these companies. None of these companies has any stock ownership, beneficial or otherwise, in any of the others. These agreements include Reorganization Agreements (in the case of QVC Group, Liberty Broadband, Liberty Live Holdings, Liberty Sirius XM Holdings and Atlanta Braves Holdings only), Services Agreements (in the case of QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, TripCo and Atlanta Braves Holdings only), Facilities Sharing Agreements (in the case of QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, TripCo and Atlanta Braves Holdings only), Tax Sharing Agreements (in the case of Liberty Broadband, Liberty Live Holdings, Liberty Sirius XM Holdings and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of Liberty Broadband, GCI Liberty, Liberty Live Holdings and Atlanta Braves Holdings only). In addition, as a result of certain corporate transactions, Liberty and QVC Group may have obligations to each other for certain tax related matters. Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings were terminated and members of Liberty management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions).
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
The Reorganization Agreements provide for, among other things, provisions governing the relationships between Liberty and each of QVC Group, Liberty Broadband, Liberty Live Holdings, Liberty Sirius XM Holdings and Atlanta Braves Holdings, including certain cross-indemnities. Under the Facilities Sharing Agreements, Liberty shares office space and related amenities at its corporate headquarters with QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, TripCo (until April 29, 2025) and Atlanta Braves Holdings (until August 31, 2024). Pursuant to the Services Agreements, Liberty provides QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, Atlanta Braves Holdings (until November 3, 2025) and TripCo (until April 29, 2025), with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. QVC Group, Liberty Broadband, GCI Liberty, Liberty Live Holdings, Atlanta Braves Holdings (until November 3, 2025) and TripCo (until April 29, 2025) reimburse Liberty for direct, out-of-pocket expenses incurred by Liberty in providing these services and in the case of QVC Group, QVC Group’s allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group. Liberty Broadband, GCI Liberty, Liberty Live Holdings, Atlanta Braves Holdings (until November 3, 2025) and TripCo (until April 29, 2025) reimburse Liberty for shared services and personnel based on a flat fee. Liberty and QVC Group have transitioned various general and administrative services previously provided to QVC Group under the Services Agreement to members of the QVC, Inc. management team. As part of the transition, during the first half of 2025, members of Liberty management that served as officers of QVC Group stepped down from their positions with QVC Group (with limited exceptions). Under these various agreements, approximately $ 17 million, $ 21 million and $ 24 million of these allocated expenses were reimbursed to Liberty during the years ended December 31, 2025, 2024 and 2023, respectively.
In connection with Liberty’s employment arrangement with Gregory B. Maffei, Liberty’s former President and Chief Executive Officer (the “former CEO”), pursuant to the Services Agreements between Liberty and each of TripCo, Liberty Broadband, QVC Group and Atlanta Braves Holdings (collectively, the “Service Companies”), components of Mr. Maffei's compensation were either paid directly to him by each Service Company or reimbursed to Liberty, in each case, based on allocations among Liberty and the Service Companies set forth in the respective services agreement, which were subject to adjustment on an annual basis and upon the occurrence of certain events. As of August 31, 2024, upon the effectiveness of Mr. Maffei’s resignation as an officer of Atlanta Braves Holdings, Mr. Maffei no longer received compensation from Atlanta Braves Holdings. As of December 31, 2024, Mr. Maffei no longer provided services to Liberty or any of the Service Companies, and no further compensation was payable to or on behalf of Mr. Maffei by or between the companies.
(2) Discontinued Operations
On September 9, 2024, Liberty completed the Liberty Sirius XM Holdings Split-Off. The Liberty Sirius XM Holdings Split-Off was accomplished through the redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares. 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).
As disclosed in note 1, Liberty Sirius XM Holdings is presented as a discontinued operation in the Company’s consolidated financial statements as the Liberty Sirius XM Holdings Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.
On December 15, 2025, the Company completed Liberty Live Split-Off. 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. As a result of the Liberty Live Split-Off, Liberty Live Holdings is now an independent, publicly traded company.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
As disclosed in note 1, Liberty’s interest in Live Nation (including related debt and derivative instruments) and corporate cash and expenses previously attributed to the Liberty Live Group are presented as discontinued operations in the Company’s consolidated financial statements as the Liberty Live Split-Off represents a strategic shift that had a major effect on the Company’s operations and financial results.
Prior to the Liberty Live Split-Off, Live Nation was an equity method affiliate and Liberty’s share of Live Nation’s earnings (losses) were recorded in Liberty’s consolidated statements of operations. Live Nation’s assets, liabilities and results of operations were not included in Liberty’s consolidated financial statements. Certain financial information for Live Nation for the periods prior to the Liberty Live Split-Off is as follows:
December 31, 2024
amounts in millions
Current assets
$
9,290
Total assets
$
19,639
Current liabilities
$
9,358
Total liabilities
$
17,694
Redeemable noncontrolling interests
$
1,126
Equity
$
819
Years ended December 31,
2024
2023
amounts in millions
Revenue
$
23,156
22,726
Operating income (loss)
$
825
1,085
Net earnings (loss)
$
1,131
704
Net earnings (loss) attributable to Live Nation stockholders
$
896
557
The following table presents a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations to the total assets and liabilities of discontinued operations as presented in the consolidated balance sheet.
December 31, 2024
amounts in millions
Assets
Current assets
$
326
Investments in affiliates, accounted for using the equity method
430
Deferred income tax assets
235
Total assets
$
991
Liabilities
Long-term debt
$
1,556
Other liabilities
1
Total liabilities
$
1,557
The following table provides details about the major classes of line items constituting earnings (loss) from discontinued operations, net of tax as presented in the consolidated statements of operations. Impairment, restructuring
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
and acquisition costs for the year ended December 31, 2024, in the table below, includes a goodwill impairment loss of $ 2,819 million related to the Sirius XM Holdings reportable segment and $ 500 million impairment of Sirius XM Holding’s equity method investment in Sirius XM Canada Holdings, Inc.
Years ended December 31,
2025
2024
2023
amounts in millions
Revenue
$
—
6,004
8,953
Cost of Sirius XM Holdings services (exclusive of depreciation shown separately below)
—
2,852
4,209
Operating expense
—
461
681
Selling, general and administrative
35
1,041
1,545
Impairment, restructuring and acquisition costs
—
3,339
66
Depreciation and amortization
—
421
624
Litigation settlements, net of recoveries
—
—
31
35
8,114
7,156
Operating income (loss)
( 35 )
( 2,110 )
1,797
Other income (expense):
Interest expense
( 28 )
( 378 )
( 548 )
Share of earnings (losses) of affiliates, net
143
236
148
Realized and unrealized gains (losses) on financial instruments, net
( 141 )
( 244 )
( 211 )
Other, net
12
146
( 98 )
( 14 )
( 240 )
( 709 )
Earnings (loss) from discontinued operations before income taxes
( 49 )
( 2,350 )
1,088
Income tax (expense) benefit
8
( 81 )
( 199 )
Net earnings (loss) from discontinued operations
( 41 )
( 2,431 )
889
Less net earnings (loss) from discontinued operations attributable to the noncontrolling interests
—
( 410 )
202
Net earnings (loss) from discontinued operations attributable to Liberty stockholders
$
( 41 )
( 2,021 )
687
(3) Acquisitions
MotoGP
On July 3, 2025 (the “Closing Date”), in alignment with our motorsport strategy, the Company acquired approximately 84 % of the equity interests in MotoGP for a preliminary purchase price of approximately $ 3,659 million (approximately € 3,122 million), funded with cash on hand and borrowings of $ 1.0 billion under the Incremental Term Loans, as defined in note 8. Following the acquisition of MotoGP, approximately 16 % of the equity interests in MotoGP continue to be owned by certain of the sellers (the “Rollover Sellers”).
The total acquisition consideration for the MotoGP acquisition was denominated in Euros as required by the purchase agreement. Prior to the acquisition, the Company entered into foreign currency forward contracts for close to the
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Table of Contents
LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
full purchase price. A portion of the foreign currency forward contracts settled on June 30, 2025 and the remainder settled in July 2025.
In January 2025, the Company paid a portion of the acquisition consideration of approximately $ 131 million (approximately € 126 million) in cash to the sellers to accommodate the European Commission’s extended regulatory review of the acquisition. On the Closing Date, the Company paid additional closing consideration of approximately $ 3,511 million (approximately € 2,996 million) in cash. The € 126 million was considered prepaid purchase consideration and was translated from Euros to U.S. dollars as of the Closing Date and was included in other assets as of December 31, 2024. The final translated amount of $ 148 million is the acquisition date fair value of the prepaid purchase consideration, with the difference of $ 17 million from the translation recorded in accumulated other comprehensive income (loss), net of taxes on the consolidated balance sheet.
The preliminary acquisition price allocation for MotoGP is as follows (amounts in millions):
Prepaid consideration
$
148
Closing consideration
3,511
Total acquisition consideration
$
3,659
Cash and cash equivalents
$
375
Goodwill
3,061
Intangible assets subject to amortization, net
2,789
Other assets
150
Deferred revenue
( 106 )
Long-term debt
( 1,140 )
Deferred income tax liabilities
( 671 )
Other liabilities
( 108 )
Redeemable noncontrolling interests in equity of subsidiary
( 691 )
Total acquisition consideration
$
3,659
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 intangible assets. The FIM Agreement ($ 1,653 million with an estimated useful life of approximately 36 years ) was valued utilizing the relief-from-royalty method. The customer relationship assets ($ 1,130 million with an estimated useful life of approximately 19 years ) were valued utilizing the multi-period excess earnings method, which is a specific application of the discounted cash flow method. Goodwill is calculated as the excess of the consideration transferred over the (i) identifiable net assets acquired and (ii) fair value of the redeemable noncontrolling interests and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future customers, continued innovation and noncontractual relationships. None of the acquired goodwill is expected to be deductible for U.S. income tax purposes. As of December 31, 2025, the valuation related to the acquisition of MotoGP is not final, and the acquisition price allocation is preliminary and subject to revision. The primary areas of the acquisition price allocation that are not yet finalized are related to certain intangible assets, liabilities, redeemable noncontrolling interests and tax balances.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
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 for certain put and call rights in favor of the Rollover Sellers and the Company. The Rollover Sellers have the right to cause the Company to acquire the equity interests of MotoGP held by the Rollover Sellers as follows: (i) one-third following the third anniversary of the Closing Date, (ii) two-thirds following the fifth anniversary of the Closing Date, less any equity interests previously acquired by the Company, and (iii) all remaining equity interests held following the sixth anniversary of the Closing Date. Additionally, from and after the eighth anniversary of the Closing Date, the Company has an annual call right to acquire any or all remaining equity interests held by the Rollover Sellers and the Rollover Sellers have an annual put right to cause the Company to acquire any or all remaining equity interests held by the Rollover Sellers. The price to be paid by the Company to acquire any equity interests from the Rollover Sellers will be equal to the fair market value with such fair market value determined in accordance with the terms of the Shareholders’ Agreement. Upon the exercise of any put or call right, the Company is permitted to satisfy up to 50 % of such consideration payable in the form of the delivery of unregistered shares of Series C Liberty Formula One common stock with the remaining consideration payable in cash. Since the potential redemption of the MotoGP equity interests held by the Rollover Sellers is not within the control of the Company and any redemption must also involve the use of cash, the Company accounts for the noncontrolling interest in MotoGP as a redeemable noncontrolling interest outside of permanent equity.
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 in Accounting Standards Codification Topic 810, Consolidation (“ASC 810”) (i.e., the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss – as well as its share of other comprehensive income or loss – and dividends) or (ii) the redemption value. As the redeemable noncontrolling interest represents a common-share redeemable noncontrolling interest redeemable at fair value, any changes to the redemption value in excess of the cumulative amount that would result from applying the measurement guidance in ASC 810 are recorded directly to retained earnings, when necessary. As the adjustment is recorded directly to retained earnings, there are no related impacts when calculating basic or diluted earnings per share.
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 recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the redeemable noncontrolling interest to equal the redemption value at the end of the reporting period, in periods that the redemption value is higher than the cumulative amount that would result from applying the measurement guidance in ASC 810. This accounting policy method views the end of each reporting period as if it were also the redemption date for the redeemable noncontrolling interest.
Included in net earnings (loss) for the year ended December 31, 2025 are net earnings of approximately $ 1 million related to MotoGP’s operations since the date of acquisition, which includes amortization expense, net of income taxes, of approximately $ 77 million.
The unaudited pro forma revenue and earnings of Liberty, prepared utilizing the historical financial statements of MotoGP, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition of MotoGP discussed above occurred on January 1, 2024, are as follows:
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
Years ended December 31,
2025
2024
amounts in millions
Revenue
$
4,725
4,153
Net earnings (loss)
$
534
( 2,502 )
Net earnings (loss) attributable to Liberty shareholders
$
538
( 2,086 )
The pro forma results include adjustments primarily related to the amortization of acquired intangible assets. 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.
QuintEvents
On January 2, 2024, the Company purchased QuintEvents for total consideration of approximately $ 277 million, comprised of $ 205 million of cash, net of cash acquired of $ 66 million, and a $ 6 million settlement of a pre-existing condition. The Company recorded $ 252 million of goodwill, $ 113 million of intangible assets subject to amortization, net and $ 121 million of deferred revenue as a result of the acquisition. The acquisition price allocation was final as of December 31, 2024. As disclosed in note 1, following the Liberty Live Split-Off, QuintEvents is no longer a subsidiary of the Company.
(4) Summary of Significant Accounting Policies
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.
Allowance for credit losses
Receivables are reflected net of an allowance for credit losses. The Company applies the expected credit loss methodology in estimating its allowance for credit losses by first considering historical losses and adding consideration of current market conditions, the customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The table below presents changes in the allowance for the periods presented:
Years ended December 31,
2025
2024
2023
amounts in millions
Balance, beginning of period
$
3
2
3
Provision charged to expense
4
1
1
Write-offs, net of recoveries
( 4 )
—
( 2 )
Balance, end of period
$
3
3
2
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
Investments
All marketable equity and debt securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values.
For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag.
Changes in the Company’s proportionate share of the underlying equity of an equity method investee, which result from the issuance of additional equity securities by such equity investee, are recognized in the statement of operations through the other, net line item. To the extent there is a difference between our ownership percentage in the underlying equity of an equity method investee and our carrying value, such difference is accounted for as if the equity method investee were a consolidated subsidiary.
The Company continually reviews its equity investments to determine whether a decline in fair value below the carrying value is other than temporary. The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of the investee. In addition, the Company considers the reason for the decline in fair value, be it general market conditions, industry specific or investee specific; analysts’ ratings and estimates of 12-month share price targets for the investee; changes in stock price or valuation subsequent to the balance sheet date; and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. If the decline in fair value is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value. In situations where the fair value of an investment is not evident due to a lack of a public market price or other factors, the Company uses its best estimates and assumptions to arrive at the estimated fair value of such investment. The Company’s assessment of the foregoing factors involves a high degree of judgment and accordingly, actual results may differ materially from the Company’s estimates and judgments. Write-downs for equity method investments are included in share of earnings (losses) of affiliates.
The Company performs a qualitative assessment for equity securities without readily determinable fair values each reporting period to determine whether the security could be impaired. If the qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investments, and, to the extent the security’s fair value is less than its carrying value, an impairment is recorded in the consolidated statements of operations.
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 recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
the fair value of the derivative are recognized in earnings. None of the Company’s derivatives are currently designated as hedges.
The fair value of certain of the Company’s derivative instruments are estimated using the Black-Scholes model. The Black-Scholes model incorporates a number of variables in determining such fair values, including expected volatility of the underlying security and an appropriate discount rate. The Company obtained volatility rates from pricing services based on the expected volatility of the underlying security over the remaining term of the derivative instrument. A discount rate was obtained at the inception of the derivative instrument and updated each reporting period, based on the Company’s estimate of the discount rate at which it could currently settle the derivative instrument. The Company considered its own credit risk as well as the credit risk of its counterparties in estimating the discount rate. Considerable management judgment was required in estimating the Black-Scholes variables.
The fair values of the Company’s foreign currency forward contracts are estimated primarily based on the difference between the foreign currency exchange forward rates as of the reporting date and the foreign currency forward rates included in the Company’s contracts with the respective counterparties, multiplied by the applicable notional amount. The fair value of the Company’s interest rate swaps are estimated using the present value of expected future cash flows based on the instruments’ contractual terms, including the applicable interest rate and discount rate, and, for any embedded options, implied interest rate volatility.
Property and Equipment
Property and equipment consisted of the following:
Estimated
December 31,
Useful Life
2025
2024
amounts in millions
Land
NA
$
283
262
Buildings and improvements
3 - 40 years
568
538
Support equipment
3 - 15 years
236
205
Construction in progress
NA
—
2
Total property and equipment
$
1,087
1,007
Property and equipment, including significant improvements, is stated at cost. Depreciation is computed using the straight-line method using estimated useful lives. Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 71 million, $ 62 million and $ 79 million, respectively.
Intangible Assets
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, “indefinite lived intangible assets”) are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year, or more frequently if events and circumstances indicate impairment may have occurred.
The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period.
In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior years for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.
The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in Liberty’s valuation analysis are based on management’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Impairment of Long-lived Assets
The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, an impairment adjustment is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.
Leases
The Company and its subsidiaries lease business offices and equipment. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments using our incremental borrowing rate at the commencement date of the lease. The Company accounts for lease and non-lease components as a single component and does not recognize right-of-use assets or lease liabilities for short-term leases, which are those leases
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Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
with a term of twelve months or less or leases with non-consecutive periods of use that total twelve months or less at the lease commencement date.
The Company recorded $ 65 million, $ 62 million and $ 78 million of operating lease expense during the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the Company’s operating leases had a weighted-average remaining lease term of 12.2 years and a weighted-average discount rate of 5.0 %. Operating lease right-of-use assets totaled $ 26 million and $ 45 million as of December 31, 2025 and 2024, respectively, and are included in other assets in the consolidated balance sheets. Operating lease liabilities totaled $ 24 million and $ 44 million as of December 31, 2025 and 2024, respectively, and are included in other current liabilities and other liabilities in the consolidated balance sheets.
As of December 31, 2025, future minimum payments under noncancelable operating leases with initial terms of one year or more are $ 5 million in 2026, $ 5 million in 2027, $ 5 million in 2028, $ 4 million in 2029, $ 3 million in 2030 and $ 5 million thereafter. The Company expects to pay $ 16 million in 2026, $ 16 million in 2027 and $ 14 million in 2028 related to short-term leases that extend over multiple years.
Noncontrolling Interests
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
The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Sales, value add, and other taxes, when collected concurrently with revenue producing activities, are excluded from revenue. An accounts receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. For certain types of contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under these contracts, the contract assets are reclassified to accounts receivable. Incremental costs of obtaining a contract are expensed when the amortization period of the asset is one year or less. To the extent the incremental costs of obtaining a contract relate to a period greater than one year, the Company amortizes such incremental costs in a manner that is consistent with the transfer to the customer of the goods or services to which the asset relates. If, at contract inception, we determine the time period between when we transfer a promised good or service to a customer and when the customer pays us for that good or service is one year or less, we do not adjust the promised amount of consideration for the effects of a significant financing component.
Our customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our consolidated statement of operations as the services are provided.
Significant portions of the transaction prices related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $ 3,338 million in 2026 , $ 3,177 million in 2027 , $ 8,450 million in 2028 through 2032, and $ 1,889 million thereafter. We have not included any amounts in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
Formula 1
The following table disaggregates Formula 1’s revenue by source:
Years ended December 31,
2025
2024
2023
amounts in millions
Primary
$
3,086
2,757
2,560
Other
787
654
662
Total Formula 1 revenue
$
3,873
3,411
3,222
Upon entering into a new arrangement, Formula 1 occasionally incurs certain incremental costs of obtaining a contract. These incremental costs relate to commission amounts that will be paid over the life of the contract for which the recipient does not have any substantive future performance requirement to earn such commission. Accordingly, the commission costs are capitalized and amortized over the life of the contract.
The following is a description of principal activities from which Formula 1 generates its revenue.
Primary revenue. Formula 1 holds exclusive commercial rights with respect to the Formula One World Championship (the “F1 Championship”), an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors’ Championship and drivers compete for the Drivers’ Championship. 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. Primary revenue derived from the commercial exploitation of the F1 Championship is (i) recognized on an event by event basis for those performance obligations associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over time for those performance obligations associated with a period of time that is greater than a single specific event (for example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
Other revenue. Formula 1 earns other revenue from miscellaneous and ancillary sources, primarily related to the sale of tickets to the Formula 1 Paddock Club hospitality program (the “Paddock Club”) at most events, facilitating the shipment of cars and equipment to and from events outside of Europe, the sale of hospitality and experiences at the Las Vegas Grand Prix, support races at events, other licensing opportunities, various television production activities and the operations at the Grand Prix Plaza site in Las Vegas. To the extent such revenue relates to services provided or rights associated with a specific event, the revenue is recognized upon occurrence of the related event and to the extent such revenue relates to services provided or rights over a longer period of time, the revenue is recognized over time.
MotoGP
The following table disaggregates MotoGP’s revenue by source:
Year ended
December 31, 2025
amounts in millions
Primary
$
284
Other
41
Total MotoGP revenue
$
325
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Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023
The following is a description of principal activities from which MotoGP generates its revenue.
Primary revenue. MotoGP holds the exclusive commercial rights with respect to the FIM Grand Prix World Championship (the “MotoGP Championship”), an annual, approximately nine-month long, motorcycle racing competition in which riders compete for the Riders’ Championship, teams compete for the Teams’ Championship and engine manufacturers compete for the Manufacturers’ Championship. MotoGP’s primary revenue is derived through a combination of media rights, race promotion and sponsorship arrangements. Primary revenue derived from the commercial exploitation of the MotoGP Championship is (i) recognized on an event by event basis for those performance obligations associated with a specific event based on the fees within the underlying contractual arrangement and (ii) recognized over time for those performance obligations associated with a period of time that is greater than a single specific event (for example, over the entire race season or calendar year) based on the fees within the underlying contractual arrangement.
Other revenue. MotoGP earns other revenue from miscellaneous and ancillary sources, primarily related to the commercial exploitation of ancillary motorcycle racing championships, revenue from the sale of tickets to the MotoGP VIP Village hospitality program and other hospitality offerings at most events and licensing opportunities. To the extent such revenue relates to services provided or rights associated with a specific event, the revenue is recognized upon occurrence of the related event and to the extent such revenue relates to services provided or rights over a longer period of time, the revenue is recognized over time.
QuintEvents
QuintEvents recognized $ 381 million and $ 340 million of revenue during the years ended December 31, 2025 and 2024, respectively. QuintEvents generates revenue through ticket sales, event package sales and commissions as an agent/re-seller for event packages. Revenue from ticket sales and event package sales is recognized as the events occur. QuintEvents acts as the principal for its ticket sales as it purchases allotments of tickets and bears the risk of loss.
Braves Holdings
The following table disaggregates Braves Holdings’ revenue by source:
Year ended
December 31, 2023
amounts in millions
Baseball
$
318
Mixed-Use Development
32
Total Braves Holdings revenue
$
350
Braves Holdings is required to estimate the entire transaction price of its contractual arrangements and recognize revenue allocated to each of the performance obligations within the contractual arrangements as those performance obligations are satisfied. Such performance obligations are typically satisfied over time and result in differences between revenue recognized and cash received, dependent on how far into a contractual arrangement Braves Holdings is at any given reporting period.
The following is a description of principal activities from which Braves Holdings generates its revenue.
Baseball revenue. Revenue for Braves Holdings ticket sales, signage and suites are recognized on a per game basis during the baseball season based on a pro rata share of total revenue earned during the entire baseball season to the total number of home games during the season. Broadcasting rights are recognized on a per game basis during the baseball
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LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2025, 2024 and 2023