Liberty Media 8-K: Delisting Notice, Shareholder Vote, Other Events

TL;DR

Liberty Media 8-K: Delisting warning, shareholder vote coming up.

AI Summary

Liberty Media Corporation filed an 8-K on December 8, 2025, reporting on events that occurred on December 3, 2025. The filing indicates a notice of delisting or failure to meet continued listing rules, a submission of matters to a vote of security holders, and other events, including financial statements and exhibits.

Why It Matters

This filing signals potential issues with Liberty Media's continued listing on an exchange and upcoming shareholder decisions, which could impact stock trading and corporate governance.

Risk Assessment

Risk Level: medium — A notice of delisting or failure to meet listing standards suggests potential financial or operational difficulties that could negatively impact the company's stock.

Key Players & Entities

• Liberty Media Corporation (company) — Registrant
• December 3, 2025 (date) — Earliest event reported
• December 8, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $421.7 m — e Group, valued on a net asset basis at $421.7 million, consist of (i) the Company's int
• $171.7 million — ii) cash in the amount of approximately $171.7 million. The businesses, assets and liabilities

Filing Documents

• tm2521571d7_8k.htm (8-K) — 43KB
• tm2521571d7_ex99-1.htm (EX-99.1) — 15KB
• 0001104659-25-119085.txt ( ) — 283KB
• lmca-20251203.xsd (EX-101.SCH) — 4KB
• lmca-20251203_def.xml (EX-101.DEF) — 27KB
• lmca-20251203_lab.xml (EX-101.LAB) — 37KB
• lmca-20251203_pre.xml (EX-101.PRE) — 26KB
• tm2521571d7_8k_htm.xml (XML) — 7KB

01. Notice of Delisting or Failure to Satisfy a Continued

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.

07. Submission of Matters to Vote of Security Holders

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.

01 Other Events

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.

01. Financial Statements and Exhibits

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

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View this 8-K filing on SEC EDGAR