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UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION  

Washington, D.C.
20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section
13 or 15(d)

of the Securities
Exchange Act of 1934

 

Date of Report (Date of
earliest event reported): December 3, 2025

 

LIBERTY
MEDIA CORPORATION

(Exact name of registrant
as specified in its charter)

 

Delaware  
001-35707  
37-1699499

(State or other jurisdiction of
incorporation)  
(Commission
File Number)  
(IRS Employer

Identification No.)

 

12300
Liberty Blvd.

Englewood ,
Colorado 80112

(Address of principal executive offices and zip
code)

 

Registrant's telephone number, including area
code: ( 720 ) 875-5400

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

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

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

Series
A Liberty Live Common Stock
LLYVA
The
Nasdaq Stock Market LLC

Series
C Liberty Live Common Stock
LLYVK
The
Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

 

On December 8, 2025, Liberty Media Corporation
(the “ Company ”) and Liberty Live Holdings, Inc. (“ Liberty Live Holdings ”), a newly formed and
wholly owned subsidiary of the Company, issued a joint press release (the “ Press Release ”) announcing that, assuming
the requisite conditions to the previously announced redemptive split-off (the “ Split-Off ”) of Liberty Live Holdings
are satisfied or waived, as applicable, the Company expects that the Company’s shares of Series A Liberty Live common stock
(“ LLYVA ”) and Series C Liberty Live common stock (“ LLYVK ”) will cease trading on The Nasdaq
Stock Market LLC (“ Nasdaq ”) and its shares of Series B Liberty Live common stock (“ LLYVB ”,
and collectively with LLYVA and LLYVK, the “ Liberty Live common stock ”) will cease to be quoted on the OTC Markets,
following market close on December 15, 2025.

 

The Company has notified Nasdaq of its intention
to voluntarily delist from the Nasdaq Global Select Market and deregister the shares of LLYVA and LLYVK. The Company has also notified
the OTC Markets of its intention to remove from quotation the shares of LLYVB. The Company expects that the shares of Liberty Live Holdings’
Series A Liberty Live Group common stock and Series C Liberty Live Group common stock will begin trading on the Nasdaq Global
Select Market under the symbols “LLYVA” and “LLYVK”, respectively, and the shares of Liberty Live Holdings’
Series B Liberty Live Group common stock will be quoted on the OTC Markets under the symbol “LLYVB,” in each case, as
of December 16, 2025.

 

Item 5.07. Submission of Matters to Vote of Security Holders.

 

At the Company’s special meeting of stockholders
held on Friday, December 5, 2025 (the “ Special Meeting ”), the following proposals were considered and acted upon
by the holders of LLYVA and LLYVB of the Company: (1) a proposal (the “ Split-Off Proposal ”) to approve the redemption
by the Company of each outstanding share of LLYVA, LLYVB and LLYVK, for one share of the corresponding series of Liberty Live Group common
stock of Liberty Live Holdings; and (2) a proposal (the “ Adjournment Proposal ”) to approve the adjournment of
the Special Meeting by the Company from time to time to solicit additional proxies in favor of the Split-Off Proposal if there are insufficient
votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the Special Meeting
to be necessary or appropriate. The number of votes cast for or against, as well as the number of abstentions and broker non-votes
as to each proposal, are set forth below. Holders of record as of 5:00 p.m., New York City time, on Thursday, October 9, 2025, the
Special Meeting record date, of LLYVA and LLYVB were entitled vote on the proposals as set forth below.

 

1. The Split-Off Proposal

 

Entitled to Vote
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes

LLYVA, LLYVB
44,189,040
 
25,026
 
3,456
 
-

 

Accordingly, the Split-Off Proposal was finally
approved.

 

2. The Adjournment Proposal

 

Entitled to Vote
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes

LLYVA, LLYVB
43,842,368
 
360,977
 
14,177
 
-

 

Accordingly, the Adjournment Proposal was finally
approved, but the meeting was not adjourned prior to the vote on the Split-Off Proposal.

 

Item 8.01 Other Events.

 

As previously disclosed in the Company’s
definitive proxy statement filed on November 4, 2025 with the Securities and Exchange Commission, the Company is reattributing certain
assets and liabilities between the Formula One Group and the Liberty Live Group (the “ Reattribution ”) in connection
with the Split-Off. On December 3, 2025, the Company’s board of directors approved the final terms of the Reattribution. The
businesses, assets and liabilities being reattributed from the Formula One Group to the Liberty Live Group, valued on a net asset basis
at $421.7 million, consist of (i) the Company’s interests in QuintEvents, LLC and Meyer Shank Racing LLC and (ii) cash
in the amount of approximately $171.7 million. The businesses, assets and liabilities being reattributed from the Liberty Live Group to
the Formula One Group, valued on a net asset basis at $421.7 million, consist of the Company’s interests in Kroenke Arena Company,
LLC, Overtime Sports, Inc. and Griffin Gaming Partners II, L.P. The Reattribution will become effective prior to the Split-Off at
approximately 8:00 a.m., New York City time, on December 15, 2025.

 

 

 

 

On December 8, 2025, the Company and Liberty
Live Holdings issued the Press Release announcing the results of the Special Meeting and announcing that, assuming the other conditions
to the Split-Off are satisfied or waived, as applicable, the Split-Off will be completed and effective as of 4:05 p.m., New York City
time, on December 15, 2025. The Press Release also announced that the Company’s board of directors approved the final terms
of the Reattribution as described above.

 

The foregoing description is qualified in its entirety
by reference to the full text of the press release, a copy of which is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.
 
Description

99.1
 
Press Release, dated December 8, 2025.

104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.

 

Date: December 8, 2025

 

 
LIBERTY MEDIA CORPORATION

 
 
 

 
By:
/s/ Brittany A. Uthoff

 
 
Name:
Brittany A. Uthoff

 
 
Title:
Vice President and Assistant Secretary