Liberty Media Completes F1 Acquisition, Moves to NYSE

TL;DR

LMCA just bought F1 and is moving from Nasdaq to NYSE tomorrow.

AI Summary

On December 14, 2025, Liberty Media Corp. (LMCA) announced the completion of its acquisition of Formula 1. The company also disclosed its intention to delist from the Nasdaq Stock Market, with the transfer of listing to the New York Stock Exchange (NYSE) expected to be completed by December 15, 2025. This move follows the completion of the acquisition and is part of a broader strategic realignment.

Why It Matters

This filing signifies a major strategic shift for Liberty Media, consolidating its ownership of Formula 1 and relocating its primary listing to the NYSE, which could impact investor perception and trading dynamics.

Risk Assessment

Risk Level: medium — The delisting from Nasdaq and transfer to NYSE, coupled with a major acquisition, introduces potential volatility and requires investors to monitor the integration and strategic implications closely.

Key Numbers

• 1 — Formula 1 (Acquisition completed)

Key Players & Entities

• Liberty Media Corp. (company) — Registrant
• Formula 1 (company) — Acquired Asset
• Nasdaq Stock Market (company) — Current Exchange
• New York Stock Exchange (company) — New Exchange
• December 14, 2025 (date) — Report Date and Acquisition Completion Date
• December 15, 2025 (date) — Expected Delisting/Transfer Date

FAQ

Key Financial Figures

• $0.01 — ts Liberty Live common stock, par value $0.01 per share, in exchange for one share of

Filing Documents

• tm2533345d1_8k.htm (8-K) — 43KB
• tm2533345d1_ex2-1.htm (EX-2.1) — 197KB
• tm2533345d1_ex10-1.htm (EX-10.1) — 221KB
• tm2533345d1_ex10-2.htm (EX-10.2) — 96KB
• tm2533345d1_ex10-3.htm (EX-10.3) — 37KB
• tm2533345d1_ex10-4.htm (EX-10.4) — 38KB
• tm2533345d1_ex10-5.htm (EX-10.5) — 18KB
• tm2533345d1_ex99-1.htm (EX-99.1) — 9KB
• tm2533345d1_ex99-2.htm (EX-99.2) — 202KB
• 0001104659-25-121236.txt ( ) — 1216KB
• lmca-20251214.xsd (EX-101.SCH) — 4KB
• lmca-20251214_def.xml (EX-101.DEF) — 26KB
• lmca-20251214_lab.xml (EX-101.LAB) — 36KB
• lmca-20251214_pre.xml (EX-101.PRE) — 25KB
• tm2533345d1_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On December 15, 2025 at 4:05 p.m., New York announced split-off (the " Split-Off ") of its former wholly owned subsidiary Liberty Live Holdings, Inc. (" Liberty Live Holdings "). The Split-Off was accomplished by a redemption by the Company of each outstanding share of its Liberty Live common stock, par value $0.01 per share, in exchange for one share of the corresponding series of Liberty Live Group common stock, par value $0.01 per share, of Liberty Live Holdings. As a result of the Split-Off, Liberty Live Holdings is now an independent, publicly traded company and its businesses, assets and liabilities consist of those businesses, assets and liabilities previously attributed to the Company's Liberty Live Group as of immediately prior to the Split-Off. In connection with the Split-Off, the following agreements were entered into by the Company (the " Split-Off Agreements "): the Reorganization Agreement, dated as of December 14, 2025, by and between the Company and Liberty Live Holdings, which provides for, among other things, the principal corporate transactions required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between the Company and Liberty Live Holdings with respect to and resulting from the Split-Off; the Tax Sharing Agreement, dated as of December 15, 2025, by and between the Company and Liberty Live Holdings, which governs the allocation of taxes, tax benefits, tax items and tax-related losses between the Company and Liberty Live Holdings; the Services Agreement, dated as of December 15, 2025, by and between the Company and Liberty Live Holdings, which governs the provision by the Company to Liberty Live Holdings of specified services and benefits following the Split-Off; the Facilities Sharing Agreement, dated as of Dece

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 15, 2025, the Company notified Nasdaq of the completion of the Split-Off and requested that its Liberty Live common stock, which traded under the symbols "LLYVA" and "LLYVK", be delisted from Nasdaq effective on December 15, 2025 following the Effective Time. The Company also requested that Nasdaq file a notification of removal from listing and/or registration of the Company's Liberty Live common stock on Form 25 under Section 12(b) of the Securities and Exchange Act of 1934, as amended, with the Securities and Exchange Commission.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 15, 2025, the Company and Liberty Live issued a joint press release announcing the completion of the Split-Off. The full text of the press release is filed as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.

01. Other Events

Item 8.01. Other Events. As previously disclosed in the Company's Current Report on Form 8-K filed on December 8, 2025 with the Securities and Exchange Commission, at approximately 8:00 a.m., New York City time, on December 15, 2025, the Company completed the reattribution of certain assets and liabilities between the Formula One Group and the Liberty Live Group.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information. The Split-Off constituted a significant disposition and as a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X. The following unaudited pro forma financial information of the Company is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference: Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025 (unaudited). Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2025 (unaudited). Pro Forma Consolidated Statement of Operations for the year ended December 31, 2024 (unaudited). (d) Exhibits. Exhibit No. Description 2.1 Reorganization Agreement, dated as of December 14, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 10.1 Tax Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 10.2 Services Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 10.3 Facilities Sharing Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc., Liberty Property Holdings, Inc., Liberty Tower, Inc. and Liberty Centennial Holdings, Inc. 10.4 Aircraft Time Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 10.5 New Holder Assignment and Assumption Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc. and Live Nation Entertainment, Inc. 99.1 Joint Press Release, dated December 15, 2025 99.2 Pro Forma Condensed Consolidated Financial Statements (unaudited) 104 Cover Page Interactive Data File (formatted as Inline XBRL and

View Full Filing

View this 8-K filing on SEC EDGAR