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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 8, 2025

 

LIBERTY
MEDIA CORPORATION

(Exact name of registrant
as specified in its charter)

 

Delaware  
001-35707  
37-1699499

(State or other jurisdiction of
incorporation or organization)  
(Commission
File Number)  
(I.R.S. 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 Symbol(s)
Name
of each exchange on which traded

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 3.02 Unregistered Sales of Equity Securities.

 

As previously disclosed, on
July 28, 2021, Liberty Media Corporation (the “ Company ”) entered into an exchange agreement (the “ Exchange
Agreement ”), by and among the Company, its Chairman of the Board, John C. Malone (“ Mr. Malone ”), and a revocable
trust of which Mr. Malone is the sole trustee and beneficiary (the “ JM Trust ” and together with Mr. Malone, the “ Malone
Group ”), whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in the Company
would not exceed 49% (the “ Target Voting Power ”) plus 0.5% (under certain circumstances). In particular, pursuant to
the Exchange Agreement, in connection with any event that would result in a reduction in the outstanding votes of any of the Company’s
tracking stock groups (each, a “ Group ”) or an increase of Mr. Malone’s beneficially-owned voting power in any
Group (other than a Voting Power Exchange (as defined in the Exchange Agreement)) (an “ Accretive Event ”), in each case,
such that Mr. Malone’s voting power with respect to such Group would exceed the Target Voting Power plus 0.5%, Mr. Malone or the
JM Trust will be required to exchange with the Company shares of Series B common stock of such Group for an equal number of shares of
Series C common stock of the same Group so as to maintain Mr. Malone’s voting power with respect to such Group as close as possible
to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement (the “ Reverse
Exchange ”).

 

The Company has requested
the Malone Group to consummate, and the Malone Group has agreed to consummate, a Reverse Exchange such that, immediately following such
Reverse Exchange, the Malone Group’s outstanding voting power of Liberty Formula One common stock will be reduced to be as close
as possible to being equal to, but without being greater than, 49.0%. Pursuant to the foregoing and in light of the fact that there have
been, and may in the future be, certain holders converting their respective shares of the Company’s Series B Liberty Formula One
common stock, par value $0.01 per share (“ FWONB ”), into shares of the Company’s Series A Liberty Formula One
common stock, par value $0.01 per share, that would be expected to result in the occurrence of an Accretive Event, on December 8, 2025,
the JM Trust transferred to the Company an aggregate of 47,297 shares of FWONB and in exchange, the Company issued to the JM Trust an
equivalent number of shares of the Company’s Series C Liberty Formula One common stock, par value $0.01 per share (“ FWONK ”).
In connection with the foregoing Reverse Exchange, each of the Company and the Malone Group waived all of their respective rights under
the Exchange Agreement to rescind such Reverse Exchange. The shares of FWONK issued by the Company to the JM Trust pursuant to the Exchange
Agreement were not registered under the Securities Act of 1933, as amended (the “ Securities Act ”) in reliance on the
exemption from registration under Section 4(a)(2) of the Securities Act.

 

 

 

 

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 10, 2025

 

 
LIBERTY MEDIA CORPORATION

 
 
 

 
By:
/s/ Brittany A. Uthoff

 
Name:
Brittany A. Uthoff

 
Title:
Vice President and Assistant Secretary