DEF 14A of Liberty Media Corp, Mar 26, 2026

DEF 14A of Liberty Media Corp

Filed Mar 26, 2026 · FY20250001104659-26-035177

Open on EDGAR

  1. Michael E. Hurelbrink

    | Director Attendance at Annual Meetings | 28 | | Stockholder Communication with Directors | 28 | | Executive Sessions | 28 | | DIRECTOR COMPENSATION | 29 | | Nonemployee Directors | 29 | | Director Compensation Table | 31 | | PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL | 33 | | Vote and Recommendation | 33 | | Audit Fees and All Other Fees | 33 | | Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 34 | | AUDIT COMMITTEE REPORT | 35 | | PROPOSAL 3 – THE CONVERSION PROPOSAL | 36 | | Vote and Recommendation | 36 | | PROPOSAL 4 – THE ADJOURNMENT PROPOSAL | 69 | | Vote and Recommendation | 69 | | EXECUTIVE OFFICERS | 70 | | EXECUTIVE COMPENSATION | 72 | | Compensation Discussion and Analysis | 73 | | Executive Compensation Arrangements | 85 | | Grants of Plan-Based Awards | 88 | | Option Grant Practices | 89 | | Outstanding Equity Awards at Fiscal Year End | 90 | | Option Exercises and Stock Vested | 91 | | Nonqualified Deferred Compensation Plans | 92 | | Potential Payments Upon Termination or Change in Control | 93 | | Benefits Payable Upon Termination or Change in Control | 96 | | Pay Versus Performance | 98 | | Equity Compensation Plan Information | 103 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 104 | | Security Ownership of Certain Beneficial Owners | 104 | | Security Ownership of Management | 106 | | Hedging Disclosure | 108 | | Changes in Control | 108 | | Delinquent Section 16(a) Reports | 108 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 109 | | Exchange Agreement with John C. Malone | 109 | | ANNEX A: RESOLUTIONS OF THE BOARD OF DIRECTORS | A-1 | | ANNEX B: PLAN OF CONVERSION | B-1 | | ANNEX C: NEVADA ARTICLES | C-1 | | ANNEX D: NEVADA BYLAWS | D-1 |

  2. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  3. OUR DIRECTOR NOMINEES

    | | DEREK CHANG | | | | Director Since: 2021 | Committee(s): Executive | | | President and Chief Executive Officer since February 2025 | | | | Mr. Chang brings to our Board extensive knowledge of media, entertainment and sports industries across all global markets with particular focus on the US and Asia Pacific. He brings considerable operating and financial expertise from his leadership roles and operational experience from his policy making positions at NBA China, DIRECTV, Scripps and Charter. | |

  4. OUR DIRECTOR NOMINEES

    | | EVAN D. MALONE | | | Director Since: 2011 | | | Dr. Malone brings an applied science and engineering perspective to our Board. Dr. Malone’s perspectives assist our Board in developing business strategies and adapting to technological changes facing the industries in which our company competes. In addition, his entrepreneurial experience assists our Board in evaluating strategic opportunities. |

  5. OUR DIRECTOR NOMINEES

    | | LARRY E. ROMRELL | | | | Director Since: 2011 Independent Director | Committee(s): Audit, Compensation | | | Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our Board and is an important resource with respect to the management and operations of companies in the media and telecommunications sector. | |

  6. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS

  7. NOMINEES FOR ELECTION AS DIRECTORS

    | | Derek Chang | President and Chief Executive Officer Director Since: March 2021 Age: 58 Committees: Executive |

  8. NOMINEES FOR ELECTION AS DIRECTORS

    Mr. Chang brings to our Board extensive knowledge of media, entertainment and sports industries across all global markets with particular focus on the US and Asia Pacific. He brings considerable operating and financial expertise from his leadership roles and operational experience from his policy making positions at NBA China, DIRECTV, Scripps and Charter.

  9. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • President and Chief Executive Officer of our company since February 2025 • Cofounder and director of EverPass Media, LLC since April 2023; Executive Chairman from April 2023 to January 2025 • Chief Executive Officer of Friend MTS Ltd., a provider of content security technology, cloud video security services and related applications to media, from May 2021 to December 2021 • Chief Executive Officer of NBA China, from June 2018 to May 2020 • Head of International Lifestyle Channels from July 2016 to April 2018 and Managing Director of Asia Pacific operations from April 2013 to July 2016 for Scripps, a media company until its merger with Discovery Communications • Executive Vice President of Content Strategy and Development of DIRECTV (and its predecessor, The DirecTV Group, Inc.), a television service provider, from March 2006 to January 2013 • Executive Vice President—Finance and Strategy of Charter, a cable television and broadband services provider, from December 2003 to April 2005 and as its interim Co-Chief Financial Officer from August 2004 to April 2005 • Executive Vice President—Development of the Yankees Entertainment and Sports Network, a pay television company that broadcasts New York Yankees baseball and Brooklyn Nets basketball games, from its inception in 2001 to January 2003 • Director of Playfly Sports, LLC from February 2023 to January 2025 • Director of Professional Fighters League from June 2021 to February 2023 | Public Company Directorships: • Liberty Live Holdings (December 2025 – present) • Liberty Broadband (May 2025 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: • Isos Acquisition Corp. (March 2021 – December 2021) • Vobile Group Limited (July 2020 – June 2021) • STARZ (January 2013 – June 2013) |

  10. NOMINEES FOR ELECTION AS DIRECTORS

    | | Evan D. Malone | Director Since: September 2011 Age: 55 |

  11. NOMINEES FOR ELECTION AS DIRECTORS

    Dr. Malone brings an applied science and engineering perspective to our Board. Dr. Malone’s perspectives assist our Board in developing business strategies and adapting to technological changes facing the industries in which our company competes. In addition, his entrepreneurial experience assists our Board in evaluating strategic opportunities.

  12. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • President of NextFab Studio, LLC, a provider of manufacturing-related technical training, product development, and business acceleration services, since June 2009 • CEO of NextFab Ventures, a venture capital firm which invests in early-stage physical technology companies, since April 2024 • President of Solid Product Design, a product development consultancy, since December 2024 • Applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001 • Director and president of the NextFab Foundation, an IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress, since November 2016 | Public Company Directorships: • QVC Group (August 2008 – present) Non-Liberty Public Company Directorships: • Sirius XM (May 2013 – present) Former Public Company Directorships: None |

  13. NOMINEES FOR ELECTION AS DIRECTORS

    | | Larry E. Romrell | Director Since: September 2011 Age: 86 Committees: Audit; Compensation Independent Director |

  14. NOMINEES FOR ELECTION AS DIRECTORS

    Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our Board and is an important resource with respect to the management and operations of companies in the media and telecommunications sector.

  15. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • Held numerous executive positions with TCI from 1991 to 1999 • Previously held various executive positions with Westmarc Communications, Inc., a subsidiary of TCI engaged in the cable television and common carrier microwave communications businesses | Public Company Directorships: • GCI Liberty (July 2025 – present) Non-Liberty Public Company Directorships: • LGL (July 2013 – present) Former Public Company Directorships: • QVC Group (March 1999 – September 2011; December 2011 – June 2025) • Liberty TripAdvisor (August 2014 – April 2025) • LGI (June 2005 – June 2013) • LMI (May 2004 – June 2005) |

  16. DIRECTORS WHOSE TERM EXPIRES IN 2027

    DIRECTORS WHOSE TERM EXPIRES IN 2027

  17. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Brian M. Deevy | Director Since: June 2015 Age: 70 Committees: Audit (Chair) Independent Director |

  18. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Mr. Deevy brings to our Board in-depth knowledge of the communications, media and entertainment industries. He has an extensive background in mergers and acquisitions, investment banking and capital formation and provides strategic insights with respect to our company’s activities in these areas.

  19. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Head of RBC CME Group until June 2015 • Responsible for strategic development of the RBC CME Group’s business (including mergers & acquisitions, private equity and debt capital formation and financial advisory engagements) • Chairman and Chief Executive Officer of Daniels & Associates, L.P. (investment banking firm that provided financial advisory services to the communications industry until it was acquired by RBC in 2007) • Prior to joining Daniels & Associates, L.P., RBC Daniels, L.P.’s predecessor, was with Continental Illinois National Bank • Director of the Daniels Fund (2003 – present) • Director of the U.S. Olympic and Paralympic Foundation (2016 – 2024) | Public Company Directorships: • GCI Liberty (July 2025 – present) Non-Liberty Public Company Directorships: • Atlanta Braves Holdings (July 2023 – present) Former Public Company Directorships: • Trine II Acquisition Corp. (November 2021 – May 2023) • Ascent (November 2013 – May 2016) • Ticketmaster Entertainment, Inc. (August 2008 – January 2010) |

  20. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Chase Carey | Director Since: January 2025 Age: 72 Committees: Executive Independent Director |

  21. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Mr. Carey is a key advisor to our company and our Board, with extensive executive experience and operational expertise in the cable, media and sports industries. Having served in a variety of leadership positions at 21CF and as the former Chairman and Chief Executive Officer of Formula 1, Mr. Carey provides our Board with a wealth of expertise and a broad and deep understanding of our company and its operations.

  22. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Chief Executive Officer Formula 1 from 2017 to 2021, Chairman from 2016 to 2022 • Various roles with 21CF, an entertainment and media company, including as Vice Chairman of the 21CF Board of Directors from July 2016 to March 2019, Executive Vice Chairman from July 2015 to June 2016, President and Chief Operating Officer and Deputy Chairman from 2009 to June 2015, Co-Chief Operating Officer from 1996 to 2002 and a consultant from 2016 to 2018 and Director from 1996 to 2007 • Chief Executive Officer and President of DIRECTV, a television service provider, from 2003 to 2009 • Sky plc Board of Directors from 2003 to 2009 and 2013 to 2018 | Public Company Directorships: Non-Liberty Public Company Directorships: • Fox Corporation (March 2019 – present) Former Public Company Directorships: • 21CF (2009 – 2019) • Saban Capital Acquisition Corp. (2016 – 2019) • DIRECTV (2003 – 2009) |

  23. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Andrea L. Wong | Director Since: September 2011 Age: 59 Committees: Nominating and Corporate Governance (Chair); Compensation Independent Director |

  24. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Ms. Wong brings to our Board significant experience in the media and entertainment industry, having an extensive background in media programming across a variety of platforms, as well as executive leadership experience with the management and operation of companies in the entertainment sector. Her experience with programming development and production, brand enhancement and marketing brings a pragmatic and unique perspective to our Board. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board.

  25. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • President, International Production for Sony Pictures Television Inc., a leading television content provider, producer and distributer, and President, International for Sony Pictures Entertainment, Inc., a film entertainment company, from September 2011 to March 2017 • President and Chief Executive Officer of Lifetime Entertainment Services, an entertainment and media company, from 2007 to April 2010 • Served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007 | Public Company Directorships: Non-Liberty Public Company Directorships: • Hudson Pacific Properties, Inc. (August 2017 – present) • Roblox Corporation (August 2020 – present) Former Public Company Directorships: • QVC Group (April 2010 – May 2025) • Oaktree Acquisition Corp. II (September 2020 – June 2022) • Oaktree Acquisition Corp. (July 2019 – January 2021) • Social Capital Hedosophia Holdings Corp. (September 2017 – October 2019) • Hudson’s Bay Company (September 2014 – March 2020) |

  26. DIRECTORS WHOSE TERM EXPIRES IN 2028

    DIRECTORS WHOSE TERM EXPIRES IN 2028

  27. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | | Robert R. Bennett | Chairman of the Board Director Since: September 2011; Vice Chairman from January 2025 – December 2025; Chairman since January 2026 Age: 67 Committees: Executive |

  28. DIRECTORS WHOSE TERM EXPIRES IN 2028

    Mr. Bennett brings to our Board in-depth knowledge of the media and telecommunications industry generally and our corporate history specifically. He has experience in significant leadership positions with our predecessor, especially as a past Chief Executive Officer and President, and provides our company with strategic insights. Mr. Bennett also has an in-depth understanding of finance, and has held various financial management positions during the course of his career.

  29. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | Professional Background: • Chairman of our company since January 2026; Vice Chairman from January 2025 – December 2025; Director since 2011 • Chairman of Liberty Live Holdings since December 2025 • Managing Director of Hilltop Investments LLC, a private investment company, since 2005 • Chief Executive Officer of the predecessor to Liberty Media (Old Liberty) from April 1997 to August 2005 and its President from April 1997 to February 2006; held various executive positions with Old Liberty from 1991 to 1997 | Public Company Directorships: • Liberty Live Holdings (December 2025 – present) Non-Liberty Public Company Directorships: • Flutter Entertainment plc (July 2024 – present) Former Public Company Directorships: • HP, Inc. (July 2013 – April 2025) • Warner Bros. Discovery (April 2022 – March 2023) • Discovery (September 2008 – April 2022) • Old Liberty (September 1994 – December 2011) • Demand Media, Inc. (January 2011 – February 2014) • Sprint Corporation (October 2006 – November 2016) • DHC (May 2005 – September 2008) |

  30. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | | M. Ian G. Gilchrist | Director Since: September 2011 Age: 76 Committees: Audit; Compensation (Chair); Nominating and Corporate Governance Independent Director |

  31. DIRECTORS WHOSE TERM EXPIRES IN 2028

    Mr. Gilchrist’s field of expertise is in the media and telecommunications sector, having been involved with companies in this industry during much of his 36 years as an investment banker and financial analyst. Mr. Gilchrist brings to our Board significant financial expertise and a unique perspective on our company and the media and telecommunications sector. He is also an important resource with respect to the financial services firms that our company engages from time to time.

  32. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | Professional Background: • Director and President of Trine Acquisition Corp., a special purpose acquisition company, from March 2019 to December 2020 • Various officer positions including Managing Director at Citigroup Inc., a global financial services company, and Salomon Brothers Inc., a financial services company, from 1995 to 2008, CS First Boston Corporation, the former investment banking affiliate of Credit Suisse, from 1988 to 1995, and Blyth Eastman Paine Webber, a former investment bank, from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated, a former investment bank, from 1976 to 1982 • Previously worked in the venture capital field and as an investment analyst | Public Company Directorships: • QVC Group (July 2009 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: • Trine Acquisition Corp. (March 2019 – December 2020) • Ackerley Communications Inc. (1995 – 2000) |

  33. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation of our nonemployee directors for 2025.

  34. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Robert R. Bennett | 161,746(4) | — | 13,695,173(6) | 79,516 | 25,891(7) | 13,962,326 | | Chase Carey | 138,350 | 284,412 | — | — | 94,065(8) | 516,827 | | Brian M. Deevy | 168,350 | 66,541 | 66,207 | — | 24,691(7) | 325,789 | | M. Ian G. Gilchrist | 185,738 | — | 132,442 | — | 24,691(7) | 342,871 | | Evan D. Malone | 128,350 | — | 132,442 | — | — | 260,792 | | Larry E. Romrell | 168,350 | — | 132,442 | — | 24,691(7) | 325,483 | | Andrea L. Wong | 148,350(4) | 132,990 | — | 79,360 | 33,836(7) | 394,536 |

  35. DIRECTOR COMPENSATION TABLE

    (1) John C. Malone, who served as a director and named executive officer of our company during 2025, received no compensation for serving as a director of our company during 2025. Effective January 1, 2026, Mr. Malone stepped down from his role on the Board and became the company’s Chairman Emeritus. As described above, Mr. Chang, who served as a director and named executive officer of our company at different points during 2025, received compensation as a nonemployee director from January 1, 2025 through January 31, 2025, and, as of February 1, 2025, began receiving compensation as our President and Chief Executive Officer pursuant to the CEO Offer Letter. All compensation received by Mr. Chang in 2025 is set forth in the “Summary Compensation Table” below. As of December 31, 2025, our directors (other than Messrs. Malone and Chang, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the below equity awards with respect to shares of our common stock. In connection with the December 2025 split-off of the Liberty Live Group (the Split-Off), option and RSU awards with respect to our former LLYVA and LLYVK were adjusted into options and RSUs, as applicable, with respect to Liberty Live Holdings’ Series A Liberty Live Group common stock, par value $0.01 (new LLYVA), and Liberty Live Holdings’ Series C Liberty Live Group common stock, par value $0.01 (new LLYVK), respectively; therefore, options or RSUs with respect to LLYVA or LLYVK, as applicable, are not reflected in the table below.

  36. DIRECTOR COMPENSATION TABLE

    | | Robert R. Bennett | Chase Carey | Brian M. Deevy | M. Ian G. Gilchrist | Evan D. Malone | Larry E. Romrell | Andrea L. Wong | | Options (#) | | | | | | | | | FWONK | 3,328 | 674,331 | 11,547 | 19,724 | 7,585 | 23,103 | 8,127 | | FWONB | 400,000 | — | — | — | — | — | — | | RSUs (#) | | | | | | | | | FWONK | — | 1,441 | 721 | — | — | — | 1,441 |

  37. DIRECTOR COMPENSATION TABLE

    (3) The aggregate grant date fair value of the stock option and RSU awards has been computed in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC Topic 718), but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 12 to our consolidated financial statements for the year ended December 31, 2025 (which are included in the 2025 Form 10-K). (4) Includes the following amounts earned and deferred under the director deferred compensation plan:

  38. DIRECTOR COMPENSATION TABLE

    | Name | 2025 Deferred Compensation ($) | 2025 Above Market Earnings on Accrued Interest ($) | | Robert R. Bennett | 158,458 | 79,516 | | Andrea L. Wong | 140,866 | 79,360 |

  39. DIRECTOR COMPENSATION TABLE

    (5) We make available to our directors tickets to various sporting events with no aggregate incremental cost attributable to any single person. (6) Reflects the stock options with respect to FWONB granted to Mr. Bennett in December for his appointment to become our Executive Chairman of the Board and the stock options with respect to LLYVA granted to Mr. Bennett in December to become the Executive Chairman of the board of directors of Liberty Live Holdings. The options with respect to LLYVA were adjusted into options with respect to new LLYVA in connection with the Split-Off and are no longer an obligation of our company, however, they are reflected in this table in accordance with SEC rules given that they were granted prior to the Split-Off. (7) Represents the amounts of health insurance premiums paid by our company for the benefit of the director, and in addition, for Mr. Bennett, compensation related to personal use of corporate aircraft. Represents $93,336 of administrative services for Mr. Carey’s roles on both our company’s Board of Directors and the board of directors of certain of our subsidiaries, along with travel services, and includes compensation related to personal use of corporate aircraft. We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2026. Even if the selection of KPMG LLP is ratified, the audit committee of our Board of Directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, 2026. A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting and will have the opportunity to make a statement if he or she so desires.

  40. Directors and Officers

    Directors and Officers The Plan of Conversion provides that the directors and officers of Liberty Media immediately prior to the Effective Time shall continue to be the directors and officers of Liberty Media from and after the Effective Time, and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

  41. Organizational Documents

    Organizational Documents Pursuant to the Plan of Conversion, at the Effective Time, the Nevada Articles as set forth on Annex B of this proxy statement will be the articles of incorporation of Liberty Media-NV until thereafter amended as provided therein and in accordance with the NRS. In addition, pursuant to the Plan of Conversion, at the Effective Time, the bylaws of Liberty Media-NV as set forth on Annex C of this proxy statement will be the bylaws of Liberty Media-NV (the Nevada Bylaws) until thereafter amended in accordance with the provisions thereof and in accordance with the Nevada Articles and the NRS. Approval of the conversion will constitute approval of the Nevada Articles and the Nevada Bylaws. For more information regarding the Nevada Articles and the Nevada Bylaws, please refer to the information set out below under “Comparison of Stockholders’ Rights.” If the conversion proposal is approved by our holders of our voting stock and not abandoned by our Board of Directors prior to the Effective Time, and the conversion is effected, our jurisdiction of incorporation will change from the State of Delaware to the State of Nevada. Accordingly, while we are currently governed by the DGCL, upon conversion, we will be governed by NRS Chapters 78, 90 and 92A. Operating as a Nevada corporation will not interfere with, or differ substantially from, our present business activities. Because of differences in the laws of Delaware and Nevada, your rights as stockholders will change in certain material respects as a result of the conversion. We urge stockholders to carefully consult the information set out below under “Comparison of Stockholders’ Rights.”

  42. Conditions to the Conversion

    Conditions to the Conversion The conversion would become effective at the time designated in the articles of conversion and certificate of conversion (which would be filed with the Nevada Secretary of State and the Secretary of State of the State of Delaware, respectively), and is subject to the satisfaction or, with respect to the third bullet listed below only, waiver, of the following conditions: • the requisite approval by the holders of FWONA and FWONB of the conversion proposal; • the receipt by Liberty Media of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP (Skadden Arps), dated as of the date of the conversion, to the effect that, under current U.S. federal income tax law, the conversion will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code); and • other than the filing of the requisite conversion documents, any other regulatory or contractual approvals that Liberty Media’s Board of Directors (in its sole discretion) determines to obtain shall have been so obtained and be in full force and effect. The conversion may be abandoned at any time by our Board of Directors prior to the Effective Time, whether before or after the receipt of the requisite stockholder approval.

  43. REASONS FOR THE CONVERSION

    REASONS FOR THE CONVERSION The conversion will result in Liberty Media changing its jurisdiction of incorporation from the State of Delaware to the State of Nevada and adopting the Nevada Articles and Nevada Bylaws. We expect the conversion to provide a number of benefits to Liberty Media. The conversion will eliminate our obligation to pay the annual Delaware franchise tax, which we expect will result in savings to us over the long term. Nevada has no corporate franchise tax. We estimate that we will save approximately $243,600 per year on franchise taxes if the conversion proposal is approved. In addition, we have observed that the legal environment in Delaware has changed, with a greater frequency of litigation activity brought by well-funded firms who frequently have a significant financial interest in the outcome of the litigation. This has resulted in a less predictable and less stable landscape and body of case law in Delaware. Like many companies, we exist in a competitive environment and remain focused on positioning Liberty Media to make business decisions in an agile and nimble manner. The ongoing threat of unmeritorious, but expensive and protracted, litigation over business decisions is inconsistent with that focus. That type of litigation also reallocates value and resources from Liberty Media and its stockholders to litigation and those involved in litigation. We have considered the amendments to the DGCL that took effect on March 25, 2025, including, among other things, concerning transactions involving a conflict of interest on the part of, among others, directors or officers, and stockholders’ books and records inspection rights. We have also considered the related Senate Concurrent Resolution requesting evaluation of the approach to plaintiffs’ attorneys fee awards in Delaware, the outcome of which is not yet known. Delaware law could continue to evolve and adapt in a way that addresses some of the concerns we have identified, but the effect of these developments is not yet known and the amendments will be subject to judicial interpretation. We have also considered amendments to the NRS that took effect on May 30, 2025, which, among other changes, addressed fiduciary duties of controlling stockholders. NRS 78.240(3) provides that the only fiduciary duty of a controlling stockholder of a Nevada corporation is to refrain from exerting undue influence over any director or officer of the corporation with the purpose and proximate effect of inducing a breach of fiduciary duty by such director or officer, subject to certain conditions with respect to such breach set forth in therein. These NRS amendments also provided that the articles of incorporation of a Nevada corporation may require that certain internal actions to be tried in a Nevada court must be tried before the presiding judge as the trier of fact, and not before a jury. By comparison, we believe that, based on the law as it exists today, Nevada can offer more predictability and certainty in decision-making because of its statutory regime. As we look to our historic growth and strategic decisions and plan for the years to come, removing judicial ambiguity can offer our Board of Directors and management clearer guideposts for action that will benefit Liberty Media and our stockholders. NRS Chapter 78 is generally recognized as a comprehensive and thoughtfully maintained state corporate statute. Unlike in Delaware, where corporate law regarding fiduciary duties is significantly driven by the Delaware common law as developed by the courts based upon broad, enabling principles, Nevada codifies the fiduciary duties of directors and officers and the business judgment rule in the NRS. In turn, Nevada courts follow a more statute-based approach to director and officer duties that is less dependent on judicial interpretation. In addition, the conversion into a Nevada corporation may help us attract and retain qualified management by reducing the risk of lawsuits being filed against us and our directors and officers. We believe that, for the reasons described below, Nevada law generally provides greater protection against liability for our directors and officers than Delaware law. The increasing frequency of claims and litigation directed towards directors and officers of public companies, including in the context of “change of control” and controlling stockholder transactions, has, in general, greatly expanded the risks facing directors and officers in exercising their duties. The amount of time and money required to respond to these claims and to defend against this type of litigation can be substantial. Though Delaware corporate law has recently been amended to, among other things, permit corporations to limit the personal liability of officers of a corporation under certain circumstances, we believe Nevada law is more advantageous than Delaware law because Nevada has pursued a statute-focused approach that depends less upon judicial interpretation, supplementation and revision, and is expected to be more stable, predictable and more efficient, whereas much of Delaware corporate law consists of judicial decisions that migrate and develop over time. We have also considered the fact that we have significant operations in Nevada, including our ownership and operation of Formula 1’s Las Vegas Grand Prix and our provision of management services to companies that are incorporated or organized in Nevada. Our Board of Directors believes that our Nevada operations are integral to Liberty Media’s business as a whole. By contrast, Liberty Media does not have any meaningful nexus to Delaware, other than Delaware being its state of incorporation. At this time, we anticipate that the conversion will provide Liberty Media with additional flexibility and stability when our Board of Directors is considering certain corporate transactions. The conversion is not being recommended in response to or to facilitate any particular transaction post-conversion or to prevent a change in control, nor is it in response to any present attempt known to our Board of Directors to acquire control of Liberty Media or obtain representation on our Board of Directors. In addition, although certain claims regarding the September 2024 split off of Liberty Sirius XM Holdings and the subsequent merger with Sirius XM Holdings remain pending, the Board of Directors has been advised that none of such claims, nor any other particular litigation claims, will be impaired as a result of the conversion. In connection with the conversion, Liberty Media will opt out of two Nevada statutes that have the direct effect of discouraging unsolicited takeovers, remove our tracking stock structure and incorporate a waiver of corporate opportunities in the Nevada Articles. Nevertheless, certain effects of the proposed conversion may be considered to have anti-takeover implications by virtue of making Liberty Media subject to Nevada law. For a discussion of material differences between the laws of Delaware and Nevada, including material differences that may have anti-takeover implications, please see “Comparison of Stockholders’ Rights” below.

  44. BOARD OF DIRECTORS AND MANAGEMENT

    BOARD OF DIRECTORS AND MANAGEMENT Our Board of Directors currently consists of eight directors, divided among three classes. Our Class I directors, whose term will expire at the annual meeting and are each nominated for election to our Board of Directors to continue serving as Class I directors, are Derek Chang, Evan D. Malone and Larry E. Romrell. The term of the Class I directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year 2029. Our Class II directors, whose term will expire at the annual meeting of our stockholders in the year 2027, are Chase Carey, Brian M. Deevy and Andrea L. Wong. Our Class III directors, whose term will expire at the annual meeting of our stockholders in the year 2028, are Robert R. Bennett and M. Ian G. Gilchrist. Each of our Class I, Class II and Class III directors has informed us that he or she is willing to continue to serve as a Class I, Class II or Class III director, as the case may be, following the conversion, with terms expiring in 2029 (if elected at the annual meeting), 2027 and 2028, respectively. Our Board of Directors will, from and after the Effective Time of the conversion, consist of the same directors as immediately prior to the Effective Time of the conversion, having the same director classes and the same terms, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal. Our officers will, from and after the Effective Time of the conversion, be the same officers as immediately prior to the Effective Time of the conversion until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

  45. INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS IN THE CONVERSION

    INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS IN THE CONVERSION When considering the recommendation of our Board of Directors with respect to the conversion proposal, you should be aware that certain of our directors and executive officers may be deemed to have interests in the conversion that are different from, or in addition to, those of our stockholders. For details of the beneficial ownership of our directors and officers of our common stock, see “Security Ownership of Certain Beneficial Owners and Management.” However, ownership of FWONA, FWONB or FWONK, and following the conversion, FWONA-NV, FWONB-NV and FWONK-NV, by our directors and executive officers does not provide our directors or executive officers with interests different from our other stockholders. Our directors and executive officers hold options to purchase shares of FWONB or FWONK and restricted stock units with respect to shares of FWONK which will be converted into options to purchase shares of FWONB-NV or FWONK-NV and restricted stock units with respect to shares of FWONK-NV, as applicable, as described in “Effect on Liberty Media Equity Awards” below. For details on agreements between Liberty Media and our directors and officers, see “Certain Relationships and Related Party Transactions”. Our directors’ and executive officers’ interests may also differ from those of our stockholders in general relating to the greater protections provided to our directors and officers from liability for their service as directors and executive officers pursuant to Nevada law and the Nevada Articles. These interests may present such persons with actual or potential conflicts of interest. Our Board of Directors was aware of these interests and considered them, among other matters, in reaching the decision to approve the Plan of Conversion and the conversion and recommend that our holders of FWONA and FWONB vote in favor of the conversion proposal.

  46. SETTING EXECUTIVE COMPENSATION

    | Pay-Setting | | • each element of the named executive officer’s compensation, including salary, performance-based bonus, equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily; • the financial performance of our company compared to internal forecasts and budgets; • the scope of the named executive officer’s responsibilities; • the competitive nature of the compensation packages offered based on general industry knowledge of the media, telecommunications and entertainment industries and periodic use of survey information provided by Mercer; and • the performance of the group reporting to the named executive officer. |

  47. ELEMENTS OF 2025 EXECUTIVE COMPENSATION

    ELEMENTS OF 2025 EXECUTIVE COMPENSATION For 2025, the principal components of compensation for the named executive officers (other than Mr. Malone) were: • base salary; • with respect to Mr. Wendling and Ms. Wilm, performance-based bonus, payable in cash, and annual performance-based and time-based restricted stock units; • with respect to Mr. Chang, a sign-on bonus, a year-end discretionary bonus and time-vested stock options and restricted stock units that vest over multiple years; • perquisites and other limited personal benefits; and • deferred compensation arrangements.

  48. CEO 2025 BONUSES

    CEO 2025 BONUSES Signing Bonus. Pursuant to the CEO Offer Letter, Mr. Chang received an initial signing bonus of $150,000 in February 2025. Year-End Discretionary Bonus. In December 2025, our compensation committee awarded Mr. Chang a $1,000,000 discretionary bonus based on his work with the Formula 1 and Quint management teams along with the successful acquisition of MotoGP.

  49. 2025 PERFORMANCE-BASED BONUSES

    2025 PERFORMANCE-BASED BONUSES Overview. For 2025, our compensation committee adopted an annual, performance-based bonus program for each of Mr. Wendling and Ms. Wilm. The 2025 bonus program was comprised of two components: a bonus amount payable based on each participant’s individual performance (the Individual Performance Bonus) and a bonus amount payable based on the corporate performance of our company, Formula 1, Quint, and GCI Holdings, LLC (the Corporate Performance Bonus).

  50. 2025 PERFORMANCE-BASED BONUSES

    | Individual Performance Bonus (50% weighting) | | Corporate Performance Bonus (50% weighting) | | • Based on each named executive officers’ personal, department and corporate related goals • Named executive officer provided a self-evaluation of their achievements, and in the case of Mr. Wendling and Ms. Wilm, Mr. Chang also provided an evaluation • Compensation committee reviewed goals, evaluations and achievements before approving a specific payout for each named executive officer | | • 25% based on consolidated financial results of Formula 1, Quint, and GCI Holdings, LLC • 5% based on consolidated revenue results • 10% based on consolidated Adjusted OIBDA results • 10% based on consolidated free cash flow results • 25% based on corporate level achievements such as merger and acquisition activity, investments, financings, SEC/audit compliance, litigation management and tax compliance |

  51. 2025 PERFORMANCE-BASED BONUSES

    Mr. Wendling and Ms. Wilm were assigned by our compensation committee in March 2025 a maximum bonus opportunity under the performance-based bonus program of $1,699,500 and $3,090,000, respectively, (the Maximum Performance Bonus). The Maximum Performance Bonus amounts are up to 200% of base pay for each of Mr. Wendling and Ms. Wilm. Each participant was entitled to receive an amount (the Maximum Individual Bonus) equal to 50% of the Maximum Performance Bonus for that participant. The Maximum Individual Bonus was subject to reduction based on a determination of the participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of our company. Each participant was entitled to receive an amount (the Maximum Corporate Bonus) equal to 50% of his or her Maximum Performance Bonus, subject to reduction based on a determination of the consolidated corporate performance Formula 1, Quint, and GCI Holdings, LLC, along with corporate level achievements at our company. Individual Performance Bonus. Our compensation committee reviewed the individual performance of each of Mr. Wendling and Ms. Wilm to determine the reductions that would apply to each participant’s Maximum Individual Bonus. Our compensation committee took into account a variety of factors, without assigning a numerical weight to any single performance measure. This determination was based on reports to our Board, the observations of committee members throughout the year, executive self-evaluations and the observations and input of Mr. Chang. In evaluating the performance of each of the participants for determining the reduction that would apply to each participant’s Maximum Individual Bonus, the following performance objectives related to our company which had been assigned to each participant for 2025 were considered:

  52. 2025 PERFORMANCE-BASED BONUSES

    | BRIAN J. WENDLING | | | Principal Financial Officer and Chief Accounting Officer | | | Performance Objectives: • Ensure timely and accurate internal and external financial reports • Maintain a robust control environment at the corporate and subsidiary levels • Lead integration activities for MotoGP acquisition from an accounting, reporting, compliance and tax perspective • Support completion of the Liberty Live Holdings, Inc split-off from an accounting, reporting and tax perspective; Work with Quint on heightened public company readiness | • Support investor relations group by participating in post quarterly earnings calls and attending investor events • Participate alongside other executives in evaluating potential acquisition targets and strategic investments, leading financial, accounting and controls due diligence when appropriate • Manage financial, accounting and compliance matters at Formula 1 • Continue to improve cyber security profile and ensure successful implementation of SEC cybersecurity rules |

  53. 2025 PERFORMANCE-BASED BONUSES

    | RENEE L. WILM | | | Chief Legal Officer and Chief Administrative Officer | | | Performance Objectives: • Evaluate and help drive strategic acquisition opportunities; provide legal, execution and integration support for select opportunities, including the acquisition of MotoGP • Manage executive compensation arrangements, equity award programs and human resources function • Oversee litigation strategy, government investigations, corporate matters, and compliance matters; maintain strong communication across portfolio legal teams | • Complete the Split-Off, providing legal support through the Split-Off date • Provide support to drive opportunities across portfolio companies, including growth initiatives at F1, Las Vegas Grand Prix and Quint • Evaluate and help drive optimization of capital structures and liquidity solutions; provide legal and execution support for select opportunities • Execute responsibilities under applicable services agreements • Manage corporate secretarial function, including overseeing board agenda and materials |

  54. 2025 PERFORMANCE-BASED BONUSES

    Following a review of the above, our compensation committee determined to pay each participant the following portion of his or her Maximum Individual Bonus:

  55. 2025 PERFORMANCE-BASED BONUSES

    | Name | Maximum Individual Bonus | Percentage Payable | Aggregate Dollar Amount | | Brian J. Wendling | $849,750 | 87.5% | $743,531 | | Renee L. Wilm | $1,545,000 | 87.5% | $1,351,875 |

  56. 2025 PERFORMANCE-BASED BONUSES

    Corporate Performance Bonus. Our compensation committee then made a determination as to the portion, if any, that would be payable to each of Mr. Wendling and Ms. Wilm for his or her Maximum Corporate Bonus, a portion of which is attributable to consolidated financial measures of the Operating Companies (as defined below) as a group and a portion of which is attributable to corporate-level achievements. In making this determination, our compensation committee first reviewed forecasts of 2025 Adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for Formula 1, Quint, and GCI Holdings, LLC (collectively, the Operating Companies), all of which forecasts were prepared in December 2025 and are set forth in the table below. Also set forth in the table below are the corresponding actual financial measures achieved for 2025, which deviated from our forecasts as indicated below. Although forecasted revenue, Adjusted OIBDA and free cash flow deviated from the actual result, none of the deviations would have affected the amounts paid under the corporate performance bonus portion of the program. For purposes of the bonus program, Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), and impairment charges.

  57. 2025 PERFORMANCE-BASED BONUSES

    | | (dollar amounts in millions) | | | | | 2025 Forecast | 2025 Actual | Actual / Forecast | | Revenue(1) | $5,278 | $5,300 | 0.42% | | Adjusted OIBDA(1) | $1,371 | $1,399 | 2.04% | | Free Cash Flow(1)(2) | $920 | $1,004 | 9.13% |

  58. 2025 PERFORMANCE-BASED BONUSES

    (1) Revenue, Adjusted OIBDA and Free Cash Flow amounts represent the consolidated summation of the Operating Companies. All calculations were performed on a constant currency basis. (2) Defined for purposes of the bonus program as Adjusted OIBDA less all other operating and investing items on a constant currency basis. Based on a review of the above forecasts and consideration of Operating Company performance against plan for these financial measures, the compensation committee determined that the financial measures relating to the Operating Companies were achieved to the extent described below.

  59. 2025 PERFORMANCE-BASED BONUSES

    | Financial Measure | Percentage Payable | | Revenue(1) | 70% of the possible 5%, or 3.5% of the Maximum Performance Bonus | | Adjusted OIBDA(1) | 80% of the possible 10%, or 8% of the Maximum Performance Bonus | | Free Cash Flow(1)(2) | 100% of the possible 10%, or 10% of the Maximum Performance Bonus |

  60. 2025 PERFORMANCE-BASED BONUSES

    Percentage payable was based on 2025 forecasted financial measures compared to 2025 budgeted financial measures, with a 70% possible payout if forecasted financial measures equaled budgeted financial measures, and a payout range of 0% to 100% if forecasted financial measures were less than or greater than budgeted financial measures. Our compensation committee then translated the achievement of these financial measures into a percentage payable (21.5% of a possible 25%, or 86%) to each participant of his or her Maximum Corporate Bonus related to financial measures, as follows:

  61. 2025 PERFORMANCE-BASED BONUSES

    | Name | Maximum Corporate Bonus Related to Financial Measures | Percentage Payable | Aggregate Dollar Amount | | Brian J. Wendling | $424,875 | 86% | $365,393 | | Renee L. Wilm | $772,500 | 86% | $664,350 |

  62. 2025 PERFORMANCE-BASED BONUSES

    In December 2025, our compensation committee considered combined corporate-level achievements for our company and each of the Service Companies in determining that 9% of a possible 10% of a portion of the Maximum Corporate Bonus would be payable to each participant. In making this determination, the compensation committee considered merger and acquisition activity, investments, financings, SEC/audit compliance, litigation management and tax compliance. The achievements and percentage payable translated to the following payment for each participant:

  63. 2025 PERFORMANCE-BASED BONUSES

    | Name | Maximum Corporate Bonus Related to Corporate-Level Achievements | Percentage Payable | Aggregate Dollar Amount | | Brian J. Wendling | $424,875 | 90% | $382,388 | | Renee L. Wilm | $772,500 | 90% | $695,250 |

  64. 2025 PERFORMANCE-BASED BONUSES

    Aggregate Results. The following table presents information concerning the aggregate 2025 performance-based bonus amounts payable to Mr. Wendling and Ms. Wilm, after giving effect to the determinations described above.

  65. 2025 PERFORMANCE-BASED BONUSES

    | Name | Individual Performance Bonus | Corporate Performance Bonus Related to Financial Measures | Corporate Performance Bonus Related to Corporate- Level Achievements | Total Bonus | | Brian J. Wendling | $743,531 | $365,393 | $382,388 | $1,491,312 | | Renee L. Wilm | $1,351,875 | $664,350 | $695,250 | $2,711,475 |

  66. 2025 PERFORMANCE-BASED BONUSES

    For more information regarding these bonus awards, please see the “Grants of Plan-Based Awards” table below.

  67. EQUITY INCENTIVE COMPENSATION

    EQUITY INCENTIVE COMPENSATION The 2022 incentive plan provides, and the 2017 incentive plan before its expiration and replacement by the 2022 incentive plan (together with the 2022 incentive plan, the incentive plans), provided, for the grant of a variety of incentive awards, including stock options, restricted shares, RSUs, SARs and performance awards. Subject to share availability considerations, our compensation committee has a preference for grants of stock-based incentive awards (RSUs, restricted stock and options) as compared with cash incentive awards based on the belief that they better promote retention of key employees through the continuing, long-term nature of an equity investment. It is the policy of our compensation committee that stock options be awarded with an exercise price equal to fair market value on the date of grant, typically measured by reference to the closing price on the grant date. In connection with the Split-Off, equity awards granted with respect to LLYVK (whether granted in 2025 or granted in a prior year but outstanding as of the Split-Off) were substituted by Liberty Live Holdings into equity awards with respect to new LLYVK, subject to the same terms and conditions of the original equity award granted by our company.

  68. CEO Equity Awards

    CEO Equity Awards Sign-On RSUs and Upfront RSUs. In May 2025, pursuant to the CEO Offer Letter and subsequent mutually agreed modifications thereto, Mr. Chang was granted an upfront signing award that consisted of 44,521 RSUs with respect to FWONK (the CEO FWONK Sign-on RSUs) and 15,513 RSUs with respect to LLYVK (together with the CEO FWONK Sign-on RSUs, the CEO Sign-on RSUs) and an upfront RSU award that consisted of 133,562 RSUs with respect to FWONK (the CEO FWONK Upfront RSUs) and 46,538 RSUs with respect to LLYVK (together with the CEO FWONK Upfront RSUs, the CEO Upfront RSUs), each of which vest on December 15, 2029. Annual Options. Also in May 2025, pursuant to the CEO Offer Letter and subsequent mutually agreed modifications thereto, Mr. Chang was granted 68,388 options to purchase shares of FWONK with an exercise price of $94.11 (the CEO FWONK 2025 Annual Options) and 23,628 options to purchase shares of LLYVK with an exercise price of $76.45 (together with the CEO FWONK 2025 Annual Options, the CEO 2025 Annual Options), each of which vest in five substantially equal installments on each of March 14, 2026, 2027, 2028, 2029 and 2030 and which expire at the end of a seven-year term. In December 2025, the Compensation Committee, in consultation with Mr. Chang, agreed to move forward into 2025 the granting of Mr. Chang’s Annual Options (as defined below) that were to be granted in 2026, 2027, 2028 and 2029 pursuant to the CEO Offer Letter and determined to allocate a portion of such options between FWONK and LLYVK. The Company granted Mr. Chang 287,504 options to purchase shares of FWONK with an exercise price of $92.29 (the CEO FWONK 2026 – 2029 Annual Options) and 88,584 options to purchase shares of LLYVK with an exercise price of $81.03 (together with the CEO FWONK 2026 – 2029 Annual Options, the CEO 2026 – 2029 Annual Options) in satisfaction of the Annual Options to be granted to him in 2026 through 2029. The CEO 2026 – 2029 Annual Options are comprised of four tranches, with (1) the first tranche vesting equally in four annual installments beginning on December 3, 2026, (2) the second tranche vesting equally in three annual installments beginning on December 3, 2027, (3) the third tranche vesting equally in two annual installments beginning on December 3, 2028 and (4) the fourth tranche vesting in full on December 3, 2029, in each case, subject to Mr. Chang’s continued employment and, in each case, expiring on the seventh anniversary of grant.

  69. Equity Awards to Our Other Named Executive Officers

    Equity Awards to Our Other Named Executive Officers Performance-based RSUs. Consistent with our practice since December 2014 of granting a combination of multiyear stock options and annual performance awards to senior officers, in May 2025, our compensation committee granted to Mr. Wendling and Ms. Wilm 9,127 and 17,808 performance-based RSUs with respect to FWONK (the 2025 FWONK Performance-based RSUs), respectively, and 3,180 and 6,205 performance-based RSUs with respect to LLYVK (and together with the 2025 FWONK Performance-based RSUs, the 2025 Performance-based RSUs), respectively. The 2025 Performance-based RSUs would vest subject to the satisfaction of the performance objectives described below. Our compensation committee reviewed the 2025 financial performance of our company along with the 2025 personal performance of Mr. Wendling and Ms. Wilm. Our compensation committee approved vesting in full of the 2025 FWONK Performance-based RSUs previously granted to Mr. Wendling and Ms. Wilm based on their assessment of individual performance against the goals established in connection with the performance cash bonus program along with general observations of their leadership and executive performance. Time-based RSUs. In connection with the anticipated move-forward equity grant practices of our company, where, in addition to our director equity grants and equity grants made to our other employees, we anticipate we will grant our named executive officers equity awards in December for their service the following year, in December 2025, our compensation committee granted to Mr. Wendling and Ms. Wilm 5,094 and 9,939 time-based RSUs with respect to FWONK (the 2025 FWONK Time-based RSUs), respectively, and 3,046 and 5,942 time-based RSUs with respect to LLYVK (together with the 2025 FWONK Time-based RSUs, the 2025 Time-based RSUs), respectively. The 2025 Time-based RSUs will vest on December 3, 2026. Multiyear Equity Awards. Our compensation committee makes larger equity award grants (equaling approximately three to four years’ value of the named executive officer’s annual grants) that vest over such years, rather than making annual grants over the same period. These multiyear grants may provide for delayed vesting and, when granted as stock options, generally expire seven years after grant to encourage executives to remain with our company over the long-term and to better align their interests with those of the stockholders. In December 2023, Mr. Wendling and Ms. Wilm each received a multiyear stock option award (the 2023 Multiyear Options) and a multiyear RSU award (the 2023 Multiyear RSUs), which collectively equaled the value of the annual grants that were expected to be granted to each for the period from January 1, 2024 through December 31, 2026. In order to supplement the intended value of stock options granted in prior years, Mr. Wendling and Ms. Wilm each also received a supplemental RSU award (the 2023 Supplemental RSUs). Approximately one-third of the 2023 Multiyear Options vested on each of December 8, 2024 and December 8, 2025 and the remaining one-third will vest on December 8, 2026, and the 2023 Multiyear Options expire on the seventh anniversary of the grant date. Approximately one-third of the 2023 Multiyear RSUs vested on each of December 9, 2024 and December 9, 2025 and the remaining one-third will vest on December 9, 2026, and thirty-three percent of the 2023 Supplemental RSUs vested on each of December 14, 2023 and December 9, 2024 and the remaining thirty-four percent vested on December 9, 2025. See the “Outstanding Equity Awards at Fiscal-Year End” table below for more information about the 2023 Multiyear Options and the 2023 Multiyear RSUs.

  70. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  71. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (as of 12/31/25) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7)(8)(9) | Total ($) | | John C. Malone Chairman of the Board | 2025 | 3,900 | — | — | — | — | 112,702 | 1,247,461(10) | 1,364,063 | | | 2024 | 3,003 | — | — | — | — | 132,980 | 1,040,761(10) | 1,176,744 | | | 2023 | 2,925 | — | — | — | — | 151,022 | 1,111,591(10) | 1,265,538 | | Derek Chang President and Chief Executive Officer(11) | 2025 | 2,211,539 | 1,150,000 | 21,503,190 | 14,353,669 | — | 23,496 | 98,096(12) | 39,339,990 | | Brian J. Wendling Principal Financial Officer and Chief Accounting Officer | 2025 | 849,750 | — | 1,818,996 | — | 1,491,312 | 197,733 | 39,647 | 4,397,438 | | | 2024 | 668,250 | — | 608,092 | — | 726,165 | 197,733 | 34,119 | 2,234,359 | | | 2023 | 507,725 | — | 2,146,693 | 817,515 | 546,585 | 184,560 | 27,785 | 4,230,863 | | Renee L. Wilm Chief Legal Officer and Chief Administrative Officer | 2025 | 1,545,000 | — | 3,549,034 | — | 2,711,475 | — | 26,122 | 7,831,631 | | | 2024 | 1,455,000 | — | 1,186,573 | — | 1,198,800 | — | 24,853 | 3,865,226 | | | 2023 | 1,070,427 | — | 4,060,747 | 1,595,182 | 1,107,351 | — | 30,892 | 7,864,599 |

  72. SUMMARY COMPENSATION TABLE

    (1) For 2025, represents the applicable named executive officer’s base salary paid by our company. Our company pays each named executive officer’s entire base salary even though a portion of such base salary may ultimately be borne by Liberty Broadband, GCI Liberty and Liberty Live Holdings. Although our named executive officers’ base salaries and time spent for such Service Company are considered when determining the overall services fee, the named executive officer’s entire base salary is reflected in the table above given that there is not a specific portion thereof allocated to each such Service Company. For 2023 and 2024 when the QVC Group Services Agreement was still in effect, this amount represents only that portion of each named executive officer’s salary that was allocated to our company thereunder. For a description of the allocation of compensation between our company each of the Service Companies, see “—Compensation Discussion and Analysis—Services Agreements” above. (2) Reflects Mr. Chang’s signing bonus ($150,000) and discretionary year-end bonus ($1,000,000). (3) Reflects, as applicable, the grant date fair value of the RSUs granted to our named executive officers during 2025, 2024 and 2023. The table reflects the grant date fair value of the CEO Sign-on RSUs, CEO Upfront RSUs, 2025 Performance-based RSUs, 2025 Time-based RSUs, 2023 Multiyear RSUs, 2023 Supplemental RSUs and the performance-based RSUs granted to Mr. Wendling and Ms. Wilm in 2024 and 2023. The grant date fair value of these awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 12 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our 2025 Form 10-K). (4) Reflects the grant date fair value of the CEO 2025 Annual Options, CEO 2026 – 2029 Annual Options and 2023 Multiyear Options, each of which have been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 12 to our consolidated financial statements for the year ended December 31, 2025 (which are included in the 2025 Form 10-K). (5) For 2025, represents the applicable named executive officer’s annual performance-based bonus paid by our company. Our company establishes and pays each named executive officer’s entire annual performance-based bonus even though a portion of such bonus may ultimately be borne by Liberty Broadband, GCI Liberty and Liberty Live Holdings. Although our named executive officers’ annual performance-based bonuses and time spent for such Service Company are considered when determining the overall services fee, the named executive officer’s entire annual performance-based bonus is reflected in the table above given that there is not a specific portion thereof allocated to each such Service Company. For 2023 and 2024 when the QVC Group Services Agreement was still in effect and prior Service Companies paid directly to the applicable named executive officer his or her portion of their annual performance-based bonus, this amount represents our allocable portion of the applicable named executive officer’s annual bonus. Reflects the above-market earnings credited during 2025, 2024 and 2023 to the deferred compensation accounts of each applicable named executive officer. See “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Deferred Compensation,” “Executive Compensation—Executive Compensation Arrangements—John C. Malone” and the “Nonqualified Deferred Compensation Plans” table below. Included in this column are the following life insurance premiums paid on behalf of each of the named executive officers.

  73. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | Name | 2025 | 2024 | 2023 | | John C. Malone | 3,708 | 2,855 | 2,781 | | Derek Chang | 4,337 | N/A | N/A | | Brian J. Wendling | 2,622 | 2,124 | 2,045 | | Renee L. Wilm | 2,622 | 2,543 | 1,522 |

  74. SUMMARY COMPENSATION TABLE

    (8) We make available to our personnel, including our named executive officers, tickets to various sporting events with no aggregate incremental cost attributable to any single person. We also own an apartment in New York City which is primarily used for business purposes, but from time to time, our named executive officers use this apartment for personal reasons. (9) The Liberty Media 401(k) Savings Plan provides employees with an opportunity to save for retirement. The Liberty Media 401(k) Savings Plan participants may contribute up to 75% of their eligible compensation on a pre-tax, Roth after-tax, or traditional after-tax basis to the plan, on a combined basis (subject to specified maximums and IRS limits), and we contribute a matching contribution that vests based upon the participants’ years of service and is based on the participants’ own contributions up to the maximum matching contribution set forth in the plan. Participant contributions to the Liberty Media 401(k) Savings Plan are fully vested upon contribution. Generally, participants acquire a vested right in our matching contributions as follows:

  75. SUMMARY COMPENSATION TABLE

    | Years of Service | Vesting Percentage | | Less than 1 | 0% | | 1 – 2 | 33% | | 2 – 3 | 66% | | 3 or more | 100% |

  76. SUMMARY COMPENSATION TABLE

    Included in this column, with respect to each named executive officer are the below matching contributions made by our company under the Liberty Media 401(k) Savings Plan in 2025, 2024 and 2023.

  77. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | Name | 2025 | 2024 | 2023 | | John C. Malone | 35,000 | 26,565 | 24,750 | | Derek Chang | 35,000 | N/A | N/A | | Brian J. Wendling | 35,000 | 27,945 | 25,740 | | Renee L. Wilm | 23,500 | 22,310 | 29,370 |

  78. SUMMARY COMPENSATION TABLE

    With respect to these matching contributions, all of our named executive officers are fully vested. (10) Includes the following amounts:

  79. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | | 2025 | 2024 | 2023 | | Reimbursement for personal legal, accounting and tax services | 60,000 | 46,200 | 45,000 | | Compensation related to personal use of corporate aircraft(a) | 304,490 | 312,055 | 391,767 | | Tax payments made on behalf of Mr. Malone | 835,241 | 650,994 | 643,841 |

  80. SUMMARY COMPENSATION TABLE

    (a) Calculated based on aggregate incremental cost of such usage to our company. Also includes miscellaneous personal expenses, such as courier charges. (11) Mr. Chang assumed the role of President and Chief Executive Officer on February 1, 2025. Includes $42,380 for compensation related to personal use of corporate aircraft and Mr. Chang’s pro-rated director fees of $15,029 as described in “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Base Salary” above.

  81. PAY RATIO INFORMATION

    PAY RATIO INFORMATION We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. Chang, our chief executive officer on December 31, 2025, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies. To identify our median employee, we first determined our employee population as of December 31, 2025, which consisted of employees located in the U.S., the United Kingdom and Spain, representing all full-time, part-time, seasonal and temporary employees employed by our company and our consolidated subsidiaries, Formula 1, Las Vegas Grand Prix and MotoGP, on that date. Using information from our payroll records and Form W-2s (or its equivalent for non-U.S. employees), we then measured each employee’s gross wages for calendar year 2025, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, if any, realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a leave of absence in 2025. Also, we did not annualize the compensation of our temporary or seasonal employees. In addition, we did not make any cost-of-living adjustments to the gross wages information. We determined that the median employee’s total compensation for calendar year 2025, including any perquisites and other benefits, in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table above. The ratio of our chief executive officer’s total annual compensation to that of the median employee was as follows:

  82. PAY RATIO INFORMATION

    | Chief Executive Officer Total Annual Compensation | $39,339,990 | | Median Employee Total Annual Compensation | $70,409 | | Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | 559:1 |

  83. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2025 to the named executive officers (other than Mr. Malone, who did not receive any grants). Upon completion of the Split-Off, awards with respect to LLYVK are no longer outstanding at our company as they were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the awards were granted, such that the applicable award was substituted for an award with respect to LLYVK.

  84. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | | | | | | Derek Chang | | | | | | | | | | | | | FWONK | 05/12/2025(4) | — | — | — | — | — | — | 44,521 | — | — | 4,189,871 | | LLYVK | 05/12/2025(4) | — | — | — | — | — | — | 15,513 | — | — | 1,185,969 | | FWONK | 05/12/2025(5) | — | — | — | — | — | — | 133,562 | — | — | 12,569,520 | | LLYVK | 05/12/2025(5) | — | — | — | — | — | — | 46,538 | — | — | 3,557,830 | | FWONK | 05/12/2025(6) | — | — | — | — | — | — | — | 68,388 | 94.11 | 2,536,427 | | LLYVK | 05/12/2025(6) | — | — | — | — | — | — | — | 23,628 | 76.45 | 718,346 | | FWONK | 12/03/2025(7) | — | — | — | — | — | — | — | 287,504 | 92.29 | 8,218,802 | | LLYVK | 12/03/2025(7) | — | — | — | — | — | — | — | 88,584 | 81.03 | 2,880,094 | | Brian J. Wendling | | | | | | | | | | | | | | 03/14/2025(3) | — | 849,750 | 1,699,500 | — | — | — | — | — | — | — | | FWONK | 05/12/2025(8) | — | — | — | — | 9,127 | — | — | — | — | 858,942 | | LLYVK | 05/12/2025(8) | — | — | — | — | 3,180 | — | — | — | — | 243,111 | | FWONK | 12/03/2025(9) | — | — | — | — | — | — | 5,094 | — | — | 470,125 | | LLYVK | 12/03/2025(9) | — | — | — | — | — | — | 3,046 | — | — | 246,817 | | Renee L. Wilm | | | | | | | | | | | | | | 03/14/2025(3) | — | 1,545,000 | 3,090,000 | — | — | — | — | — | — | — | | FWONK | 05/12/2025(8) | — | — | — | — | 17,808 | — | — | — | — | 1,675,911 | | LLYVK | 05/12/2025(8) | — | — | — | — | 6,205 | — | — | — | — | 474,372 | | FWONK | 12/03/2025(9) | — | — | — | — | — | — | 9,939 | — | — | 917,270 | | LLYVK | 12/03/2025(9) | — | — | — | — | — | — | 5,942 | — | — | 481,480 |

  85. GRANTS OF PLAN-BASED AWARDS

    (1) Our 2025 performance-based bonus program does not provide for a threshold bonus amount. The amounts in the Target column represent the target amount that would have been payable to each named executive officer upon satisfaction of the performance criteria under the 2025 performance-based bonus program. The amounts in the Maximum column represent the maximum amount that could have been payable to each named executive officer. (2) The terms of the 2025 Performance-based RSUs do not provide for a threshold amount that would be payable upon satisfaction of the performance criteria established by the compensation committee. With respect to the 2025 Performance-based RSUs, the amount in the Target column represents the target amount that would have been payable to the named executive officer assuming achievement of the target performance goals. For the actual 2025 FWONK Performance-based RSUs that vested see “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Equity Incentive Compensation—Equity Awards to Our Other Named Executive Officers—Performance-based RSUs.” (3) Reflects the date on which our compensation committee established the terms of the 2025 performance-based bonus program, as described under “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—2025 Performance-based Bonuses.” (4) Reflects the CEO Sign-on RSUs, which vest in full on December 15, 2029. (5) Reflects the CEO Upfront RSUs, which vest in full on December 15, 2029. (6) Reflects the CEO 2025 Annual Options, which vest in five equal tranches on each of March 14, 2026, 2027, 2028, 2029 and 2030. Reflects the CEO 2026 – 2029 Annual Options, which are comprised of four tranches, with (1) the first tranche vesting equally in four annual installments beginning on December 3, 2026, (2) the second tranche vesting equally in three annual installments beginning on December 3, 2027, (3) the third tranche vesting equally in two annual installments beginning on December 3, 2028 and (4) the fourth tranche vesting in full on December 3, 2029. Reflects the date on which our compensation committee established the terms of the 2025 Performance-based RSUs as described under “—Compensation Discussion and Analysis—Elements of 2025 Executive Compensation—Equity Incentive Compensation— Equity Awards to Our Other Named Executive Officers—Performance-based RSUs” above. (9) Reflects the 2025 Time-based RSUs, which vest on December 3, 2026.

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of December 31, 2025 and held by the named executive officers (with the exception of Mr. Malone, who had no outstanding equity awards as of December 31, 2025).

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option awards | | | | | Stock awards | | | | | Name | Number of securities underlying unexercised options (#) Exercisable | Number of securities underlying unexercised options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Derek Chang | | | | | | | | | | | Option Awards | | | | | | | | | | | FWONK | 1,230 | — | — | 44.90 | 12/10/2027 | — | — | — | — | | FWONK | 1,212 | — | — | 60.73 | 12/06/2028 | — | — | — | — | | FWONK | 1,280 | — | — | 58.69 | 12/08/2029 | — | — | — | — | | FWONK | — | 68,388(1) | — | 94.11 | 05/12/2032 | — | — | — | — | | FWONK | — | 287,504(2) | — | 92.29 | 12/03/2032 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | 44,521(3) | 4,385,764 | — | — | | FWONK | — | — | — | — | — | 133,562(4) | 13,157,193 | — | — | | Brian J. Wendling | | | | | | | | | | | Option Awards | | | | | | | | | | | FWONK | 5,009 | — | — | 42.10 | 12/10/2027 | — | — | — | — | | FWONK | 18,214 | 9,107(5) | — | 62.92 | 12/08/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 9,127(6) | 899,101 | | FWONK | — | — | — | — | — | 3,717(7) | 366,162 | — | — | | FWONK | — | — | — | — | — | 5,094(8) | 501,810 | — | — | | Renee L. Wilm | | | | | | | | | | | Option Award | | | | | | | | | | | FWONK | 35,540 | 17,770(5) | — | 62.92 | 12/08/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 17,808(6) | 1,754,266 | | FWONK | — | — | — | — | — | 7,251(7) | 714,296 | — | — | | FWONK | — | — | — | — | — | 9,939(8) | 979,091 | — | — |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Represents the CEO FWONK 2025 Annual Options, which vest in five substantially equal installments on March 14 of each of 2026, 2027, 2028, 2029 and 2030. (2) Represents the CEO FWONK 2026 – 2029 Annual Options. Twenty-five percent of the CEO FWONK 2026 – 2029 Annual Options vests in four substantially equal installments on December 3 of each of 2026, 2027, 2028 and 2029; twenty-five percent of the CEO FWONK 2026 – 2029 Annual Options vests in three substantially equal installments on December 3 of each of 2027, 2028 and 2029; twenty-five percent of the CEO FWONK 2026 – 2029 Annual Options vests in two substantially equal installments on each of December 3, 2028 and December 3, 2029; and twenty-five percent of the CEO FWONK 2026 – 2029 Annual Options vests on December 3, 2029. (3) Represents the CEO FWONK Sign-on RSUs, which vest on December 15, 2029. (4) Represents the CEO FWONK Upfront RSUS, which vest on December 15, 2029. (5) Represents the remaining tranche of the 2023 Multiyear Options, which vests on December 8, 2026. (6) Represents the target number of 2025 FWONK Performance-based RSUs that each of Mr. Wendling and Ms. Wilm could earn based on performance in 2025. (7) Represents the remaining tranche of the 2023 Multiyear RSUs, which vests on December 9, 2026. Represents the 2025 FWONK Time-based RSUs, which vest on December 3, 2026.

  89. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information concerning the exercise of vested options and the vesting of RSUs held by our named executive officers (with the exception of Mr. Malone, who had no exercises of vested options or vesting of RSUs) during the year ended December 31, 2025.

  90. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#)(1) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(2)(3) | Value realized on vesting ($) | | Derek Chang | | | | | | FWONK | — | — | — | — | | LLYVK | — | — | — | — | | Brian J. Wendling | | | | | | FWONK | 9,500 | 504,498 | 10,717 | 945,098 | | LLYVK | 9,451 | 542,262 | 4,030 | 299,982 | | Renee L. Wilm | | | | | | FWONK | 80,626 | 4,389,186 | 20,699 | 1,824,872 | | LLYVK | 26,066 | 978,106 | 7,688 | 571,077 |

  91. OPTION EXERCISES AND STOCK VESTED

    (1) For Mr. Wendling and Ms. Wilm, the number of LLYVK options exercised represents awards that were exercised prior to the Split-Off. (2) Includes shares withheld in payment of withholding taxes at election of holder. For Mr. Wendling and Ms. Wilm, reflects the number of shares received upon (i) the March 2025 vesting of the performance-based RSUs granted to each such named executive officer in 2024 with respect to FWONK and LLYVK, (ii) the second tranche of the 2023 Multiyear RSUs with respect to FWONK and LLYVK (that vested prior to the Split-Off) and (iii) the final tranche of the 2023 Supplemental RSUs with respect to FWONK and LLYVK (that vested prior to the Split-Off).

  92. NONQUALIFIED DEFERRED COMPENSATION PLANS

    NONQUALIFIED DEFERRED COMPENSATION PLANS The following table sets forth information regarding the nonqualified deferred compensation plans in which our named executive officers participated during the year ended December 31, 2025. Mr. Chang made contributions to the 2006 deferred compensation plan. See “—Executive Compensation Arrangements—2006 Deferred Compensation Plan”. Prior to his service as our Chief Executive Officer, Mr. Chang made contributions to the director deferred compensation plan. See “—Director Compensation—Director Deferred Compensation Plan” for more information. Mr. Malone’s deferred compensation arrangements are described under “—Executive Compensation Arrangements—John C. Malone.” During 2025, Mr. Wendling and Ms. Wilm did not participate in any deferred compensation arrangements.

  93. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | Name | Executive contributions in 2025 ($) | Registrant contributions in 2025 ($) | Aggregate earnings in 2025 ($)(1) | Aggregate withdrawals/ distributions ($) | Aggregate balance at 12/31/25 ($)(1)(2) | | John C. Malone | — | — | 1,122,607 | (3,082,818) | 7,844,066 | | Derek Chang – 2006 deferred compensation plan | 1,384,615 | — | 37,311 | — | 1,421,926 | | Derek Chang – director deferred compensation plan | 15,029 | — | 17,256 | — | 213,355 | | Brian J. Wendling | — | — | 478,036 | (806,802) | 5,229,594 | | Renee L. Wilm | — | — | — | — | — |

  94. NONQUALIFIED DEFERRED COMPENSATION PLANS

    (1) Of these amounts, the following were reported in the “Summary Compensation Table” as above-market earnings that were credited to the named executive officer’s deferred compensation account during 2025:

  95. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | Name | Amount ($) | | John C. Malone | 112,702 | | Derek Chang – 2006 deferred compensation plan | 16,018 | | Derek Chang – director deferred compensation plan | 7,478 | | Brian J. Wendling | 207,375 | | Renee L. Wilm | — |

  96. NONQUALIFIED DEFERRED COMPENSATION PLANS

    (2) In our prior year proxy statements, we reported the following above-market earnings that were credited as interest to the applicable officer’s deferred compensation accounts during the years reported:

  97. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | | Amount ($) | | | Name | 2024 | 2023 | | John C. Malone | 132,980 | 151,022 | | Derek Chang – 2006 deferred compensation plan | N/A | N/A | | Derek Chang – director deferred compensation plan | 2,621 | N/A | | Brian J. Wendling | 197,733 | 184,560 | | Renee L. Wilm | — | — |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the potential payments to our named executive officers if their employment had terminated or a change in control had occurred, in each case, as of December 31, 2025, which was the last day of our last completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time. The amounts provided in the table are based on the closing market price on December 31, 2025 for FWONK, which was $98.51. For option awards, the value of the options shown in the table is based on the spread between the exercise price of the award and the applicable closing market price. The value of the RSUs shown in the table is based on the applicable closing market price and the number of unvested RSUs that would have vested in the applicable termination scenario according to the terms of the applicable award. Each of our named executive officers (other than Mr. Malone) has received awards and payments under the incentive plans, and each of our named executive officers is eligible to participate in our deferred compensation plan. Additionally, Mr. Malone is entitled to certain payments and acceleration rights upon termination under his employment agreement. No immediate distributions under the 2006 deferred compensation plan are permitted as a result of a termination for cause or a termination without cause or for good reason (other than pursuant to the compensation committee’s right to distribute certain de minimis amounts from an officer’s deferred compensation account). In addition, we do not have an acceleration right to pay out account balances to the named executive officers upon a voluntary termination or a termination due to death or disability. However, the named executive officer may file an election at the time of the deferral to receive distributions under the 2006 deferred compensation plan upon his or her separation from service, including any of the types of termination above. For purposes of the tabular presentation below, we have assumed that the named executive officer has elected to receive payout of all deferred compensation upon his separation from service, including interest. The 2006 deferred compensation plan also provides our compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a change of control and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation below). Mr. Chang will receive payout of all compensation deferred under the director deferred compensation plan upon his separation from service from our Board of Directors, including interest. The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout are described below and in the footnotes to the table (other than those described under “— Executive Compensation Arrangements—John C. Malone” which are incorporated by reference herein):

  99. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

  100. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Voluntary Termination ($) | Termination for Cause ($) | Termination Without Cause ($) | Death ($) | Disability ($) | After a Change in Control ($) | | John C. Malone | | | | | | | | Lump Sum Severance(1) | 19,500 | — | 19,500 | — | 19,500 | 19,500 | | Installment Severance Plan(2) | 6,057,247 | 6,057,247 | 6,057,247 | 6,057,247 | 6,057,247 | 6,057,247 | | 1993 Deferred Compensation Arrangement(3) | 743,153 | 743,153 | 743,153 | 656,663 | 743,153 | 743,153 | | 1982 Deferred Compensation Arrangement(3) | 8,762,202 | 8,762,202 | 8,762,202 | 7,187,403 | 8,762,202 | 8,762,202 | | Options | — | — | — | — | — | — | | RSUs | — | — | — | — | — | — | | Total | 15,582,102 | 15,562,602 | 15,582,102 | 13,901,313 | 15,582,102 | 15,582,102 | | Derek Chang | | | | | | | | Severance | — | — | 2,500,000(4) | 2,500,000(4) | 2,500,000(4) | 2,500,000(4) | | 2006 Deferred Compensation Plan Payment | 1,421,926(5) | 1,421,926(5) | 1,421,926(5) | 1,421,926(5) | 1,421,926(5) | 1,421,926(6) | | Director Deferred Compensation Plan Payment | 213,355(5) | 213,355(5) | 213,355(5) | 213,355(5) | 213,355(5) | 213,355(6) | | Options | 162,699(7) | —(8) | 2,251,881(9) | 2,251,881(9) | 2,251,881(9) | 2,251,881(10) | | RSUs | —(7) | —(8) | 17,542,956(9) | 17,542,956(9) | 17,542,956(9) | 17,542,956(10) | | Total | 1,797,980 | 1,635,281 | 23,930,119 | 23,930,119 | 23,930,119 | 23,930,119 | | Brian J. Wendling | | | | | | | | 2006 Deferred Compensation Plan Payment | 5,229,594(5) | 5,229,594(5) | 5,229,594(5) | 5,229,594(5) | 5,229,594(5) | 5,229,594(6) | | Options | 930,794(7) | —(8) | 1,254,912(9) | 1,254,912(9) | 1,254,912(9) | 1,254,912(10) | | RSUs | —(7) | —(8) | 1,265,262(9) | 1,767,072(9) | 1,767,072(9) | 1,767,072(10) | | Total | 6,160,388 | 5,229,594 | 7,749,769 | 8,251,578 | 8,251,578 | 8,251,578 | | Renee L. Wilm | | | | | | | | Options | 1,264,869(7) | —(8) | 1,897,303(9) | 1,897,303(9) | 1,897,303(9) | 1,897,303(10) | | RSUs | —(7) | —(8) | 2,468,562(9) | 3,447,653(9) | 3,447,653(9) | 3,447,653(10) | | Total | 1,264,869 | — | 4,365,865 | 5,344,956 | 5,344,956 | 5,344,956 |

  101. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    (1) Under Mr. Malone’s employment agreement, which was assigned to our company in 2013, if his employment had been terminated, as of December 31, 2025, at our election (other than for death or cause) (whether before or after a change in control) or upon Mr. Malone’s prior written notice, he would have been entitled to a lump sum severance payment of $19,500 payable upon termination, which is equal to five years of his current annual salary of $3,900. See “—Executive Compensation Arrangements— John C. Malone” above. (2) As described above, Mr. Malone began receiving 240 consecutive monthly installment severance payments in February 2009 pursuant to the terms of his amended employment agreement. The number included in the table represents the aggregate amount of the payments remaining as of December 31, 2025. With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone’s compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. See “—Executive Compensation Arrangements—John C. Malone” above. (3) As described above, Mr. Malone began receiving 240 consecutive monthly payments of his deferred compensation plus interest, in February 2009 pursuant to the terms of his amended employment agreement, which our company assumed in 2013. The number included in the table represents the aggregate amount of these payments remaining as of December 31, 2025. With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone’s compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. If Mr. Malone’s employment had been terminated, as of December 31, 2025, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above would be inapplicable. See “—Executive Compensation Arrangements—John C. Malone” above. (4) In the event Mr. Chang’s employment was terminated by the Company other than for cause, including by reason of Mr. Chang’s death or long-term disability, a sale or disposition of all or substantially all of the assets of our company or the acquisition by any person or group, other than a person or group affiliated or associated with Mr. Malone or his estate, trusts or family members, of shares of our company’s common stock representing 45% or more of the then-outstanding voting power of our company, in each case, on December 31, 2025, Mr. Chang would have been entitled to the CEO Termination Benefits. Under the 2006 deferred compensation plan, we do not have an acceleration right to pay out account balances to Messrs. Chang and Wendling upon a termination of employment. However, Messrs. Chang and Wendling had the right to file an election at the time of his initial deferral to receive distributions under the 2006 deferred compensation plan upon his separation from service, including under the termination scenarios in the table above. For purposes of the tabular presentation above, we have assumed that Messrs. Chang and Wendling have elected to receive payout upon a separation from service of all deferred compensation, including interest. Under the nonemployee director deferred compensation plan, Mr. Chang’s termination from service on the Board or his death would trigger payment of his account balance thereunder. For purposes of the tabular presentation above, we have assumed that, if Mr. Chang’s employment as our chief executive officer terminates, his service on the Board would also terminate. (6) The 2006 deferred compensation plan and nonemployee director deferred compensation plan each provide our compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a change of control of Liberty Media and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation above). (7) Each of Messrs. Chang’s and Wendling’s and Ms. Wilm’s vested options would remain outstanding and exercisable in accordance with their terms in the event each of Messrs. Chang’s or Wendling’s or Ms. Wilm’s employment had been terminated by him or her as of December 31, 2025. The value of each of Messrs. Chang’s and Wendling’s and Ms. Wilm’s vested options are included in the table. If Mr. Chang’s employment had been terminated by him as of December 31, 2025, his CEO FWONK Sign-on RSUs, CEO FWONK Upfront RSUs, CEO FWONK 2025 Annual Options and CEO FWONK 2026 – 2029 Annual Options would have been forfeited. If Mr. Wendling’s or Ms. Wilm’s employment had been terminated by him or her as of December 31, 2025, their 2025 FWONK Performance-based RSUs, 2025 FWONK Time-based RSUs and the unvested portions of the 2023 Multiyear Options and 2023 Multiyear RSUs, in each case, with respect to FWONK, would have been forfeited. (8) If each of Messrs. Chang and Wendling and Ms. Wilm was terminated by Liberty Media for “cause” as of December 31, 2025, all of his or her outstanding option and RSU grants would have been forfeited. (9) Based on (i) the number of vested options held by such named executive officer as of December 31, 2025, (ii) for Mr. Chang, the number of CEO FWONK 2025 Annual Options, CEO FWONK 2026 – 2029 Annual Options, CEO FWONK Sign-on RSUs and CEO FWONK Upfront RSUs that would have vested if Mr. Chang was terminated without cause or due to death or disability as of December 31, 2025 and (iii) for Mr. Wendling and Ms. Wilm (a) the number of unvested 2023 Multiyear Options and 2023 Multiyear RSUs held as of December 31, 2025, in each case, with respect to FWONK that would have vested if he or she were terminated without cause or due to death or disability as of December 31, 2025 and (b) the number of 2025 FWONK Performance-based RSUs held by Mr. Wendling and Ms. Wilm which would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. As described above, our compensation committee vested 100% of the 2025 FWONK Performance-based RSUs, which are reflected in the table above. If Mr. Wendling’s or Ms. Wilm’s employment had been terminated due to death or disability as of December 31, 2025, all of the 2025 FWONK Time-based RSUs would have vested. The 2025 FWONK Time-based RSUs would have been forfeited by Mr. Wendling or Ms. Wilm if he or she were terminated without cause as of December 31, 2025. Upon a change of control, we have assumed for purposes of the tabular presentation above that all of the CEO FWONK 2025 Annual Options, CEO FWONK 2026 – 2029 Annual Options, CEO FWONK Sign-on RSUs, CEO FWONK Upfront RSUs, 2025 FWONK Performance-based RSUs, 2025 FWONK Time-based RSUs and the unvested portions of the 2023 Multiyear Options and 2023 Multiyear RSUs, in each case, with respect to FWONK, would have vested. The table includes the value of Messrs. Chang’s and Wendling’s and Ms. Wilm’s vested options.

  102. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of our company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable; and (3) for awards granted in, and outstanding at the end of, a prior year (i) add or subtract, (a) the change in the fair value from the end of the prior year to the end of the current year or (b) from the end of the prior year to the date the awards vest, as applicable, or (ii) subtract the value at the end of the prior year of awards forfeited in the current year.

  103. PAY VERSUS PERFORMANCE

    | | Current PEO(1) | | Former PEO(1) | | Non-PEO NEOs(1) | | Value of initial fixed $100 investment based on: | | | (millions) | | | Year | Summary Compensation Table Total for Current PEO ($)(2) | Compensation Actually Paid to Current PEO ($)(3) | Summary Compensation Table Total for Former PEO ($)(2) | Compensation Actually Paid to Former PEO ($)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(3) | Total Shareholder Return (“TSR”) ($)(4) | | Peer Group TSR ($)(5) | Net Income ($)(6) | Adjusted OIBDA ($)(7) | | 2025 | 39,339,990 | 32,498,102 | 1,364,063 | 1,364,063 | 6,114,535 | 5,625,333 | FWONA | 245.50 | 227.74 | 555 | 1,068 | | | | | | | | | FWONK | 239.29 | | | | | | | | | | | | LLYVA | 232.21 | | | | | | | | | | | | LLYVK | 225.90 | | | | | 2024 | — | — | 24,291,922 | 43,550,114 | 2,425,443 | 3,749,394 | FWONA | 230.83 | 167.25 | (2,475) | 1,517 | | | | | | | | | FWONK | 225.08 | | | | | | | | | | | | LSXMA | 70.25 | | | | | | | | | | | | LSXMB | 52.00 | | | | | | | | | | | | LSXMK | 66.16 | | | | | | | | | | | | LLYVA | 186.29 | | | | | | | | | | | | LLYVK | 180.63 | | | | | 2023 | — | — | 28,655,193 | 34,310,721 | 4,104,109 | 4,166,004 | FWONA | 159.25 | 118.24 | 962 | 4,086 | | | | | | | | | FWONK | 153.35 | | | | | | | | | | | | LSXMA | 90.58 | | | | | | | | | | | | LSXMB | 66.48 | | | | | | | | | | | | LSXMK | 85.42 | | | | | | | | | | | | LLYVA | 102.29 | | | | | | | | | | | | LLYVK | 99.23 | | | | | | | | | | | | BATRA | 174.39 | | | | | | | | | | | | BATRK | 168.77 | | | | | 2022 | — | — | 22,363,007 | 7,979,878 | 1,935,773 | 1,489,203 | FWONA | 140.64 | 71.20 | 2,029 | 3,941 | | | | | | | | | FWONK | 140.33 | | | | | | | | | | | | LSXMA | 91.02 | | | | | | | | | | | | LSXMB | 90.16 | | | | | | | | | | | | LSXMK | 89.93 | | | | | | | | | | | | BATRA | 131.36 | | | | | | | | | | | | BATRK | 129.54 | | | | | 2021 | — | — | 21,575,769 | 48,418,806 | 1,773,064 | 2,770,504 | FWONA | 156.20 | 126.94 | 744 | 3,481 | | | | | | | | | FWONK | 148.45 | | | | | | | | | | | | LSXMA | 117.74 | | | | | | | | | | | | LSXMB | 118.25 | | | | | | | | | | | | LSXMK | 116.87 | | | | | | | | | | | | BATRA | 115.60 | | | | | | | | | | | | BATRK | 112.94 | | | |

  104. PAY VERSUS PERFORMANCE

    Gregory Maffei was our Principal Executive Officer (PEO) from 2021 through 2024 and is listed in the “Former PEO” column for such years. In 2025, Mr. Malone served as our interim PEO until Mr. Chang was appointed as our PEO effective February 1, 2025. For 2025, Mr. Malone and Mr. Chang are listed in the “Former PEO” and “Current PEO” columns, respectively. Our named executive officers other than our PEO (non-PEO NEOs) for (a) each of the fiscal years 2021, 2022 and 2023 were Messrs. Malone, Wendling and Albert Rosenthaler (our company’s former Chief Corporate Development Officer) and Ms. Wilm, (b) fiscal year 2024 were Messrs. Malone and Wendling and Ms. Wilm and (c) fiscal year 2025 were Mr. Wendling and Ms. Wilm. (2) Reflects, for Messrs. Chang, Malone and Maffei, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated. (3) Represents the compensation actually paid to Messrs. Chang, Malone and Maffei and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:

  105. PAY VERSUS PERFORMANCE

    | Compensation actually paid to PEO and Non-PEO NEOs | | | | | | | | | | | | As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | | | | | Year | Total | Stock Awards | Option Awards | Fair Value at Year End of Awards Granted During Year that Remain Outstanding and Unvested at Year End(c) | Year-over- Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested at Year End(d) | Fair Value at Vesting Date of Awards Granted and Vested in Same Year(e) | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted in Prior Year and Vested in Covered Year(f) | Fair Value at End of Prior Year of Awards Granted in Prior Year that Failed to Vest in Covered Year(g) | Total Compensation Actually Paid | | PEO | | | | | | | | | | | 2025 | 39,339,990 | (21,503,190) | (14,353,669) | 29,167,625 | — | — | — | (152,654) | 32,498,102 | | Former PEO | | | | | | | | | | | 2025 | 1,364,063 | — | — | — | — | — | — | — | 1,364,063 | | 2024 | 24,291,922 | (8,731,320) | (1,126,049) | — | — | 12,731,550 | 16,384,011 | — | 43,550,114 | | 2023 | 28,655,193 | (7,131,983) | (3,822,432) | — | (458,726) | 12,272,955 | 4,795,713 | — | 34,310,721 | | 2022 | 22,363,007 | — | (7,800,250) | — | (14,301,548) | 7,718,670 | — | — | 7,979,878 | | 2021 | 21,575,769 | (3,954,951) | (3,521,474) | — | 25,523,112 | 8,796,350 | — | — | 48,418,806 | | Non-PEO NEOs | | | | | | | | | | | 2025 | 6,114,535 | (2,684,015) | — | 740,450 | 35,984 | 1,326,683 | 91,696 | — | 5,625,333 | | 2024 | 2,425,443 | (598,222) | — | — | 819,086 | 727,827 | 375,259 | — | 3,749,394 | | 2023 | 4,104,109 | (1,772,621) | (603,174) | 1,773,120 | — | 605,132 | 59,439 | — | 4,166,004 | | 2022 | 1,935,773 | (395,466) | — | — | (236,242) | 396,740 | (211,602) | — | 1,489,203 | | 2021 | 1,773,064 | (388,774) | — | — | 919,194 | 467,020 | — | — | 2,770,504 |

  106. PAY VERSUS PERFORMANCE

    (a) Reflects, for Messrs. Chang, Malone and Maffei, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated. (b) No equity award adjustments are made for Mr. Malone as he did not hold any equity awards in 2021, 2022, 2023, 2024 or 2025. (c) Reflects, with respect to Messrs. Chang and Maffei, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year. (d) Reflects, with respect to Messrs. Chang and Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. (e) Reflects, with respect to Messrs. Chang and Maffei, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year. (f) Reflects, with respect to Messrs. Chang and Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. (g) Reflects, with respect to Mr. Chang, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, at the end of the prior fiscal year of awards granted in a prior fiscal year that were forfeited in the covered fiscal year. (4) Represents the cumulative total stockholder return on an initial fixed $100 investment: (a) for each covered fiscal year, in each of our Series A and Series C Liberty Formula One common stock (Nasdaq: FWONA, FWONK) from December 31, 2020 through December 31 of each covered fiscal year; (b) for 2020, 2021, 2022 and 2023, in each of our Series A, Series B and Series C Liberty SiriusXM common stock (Nasdaq: LSXMA, LSXMB, LSXMK) from December 31, 2020 through December 31 of each of 2021, 2022 and 2023 and September 9, 2024 (the date our company completed the split-off of our former Liberty Sirius XM Group); (c) for 2021, 2022 and 2023, in each of our former Series A and Series C Liberty Braves common stock (Nasdaq: BATRA, BATRK) from December 31, 2020 through December 31 of each of 2021 and 2022 and July 18, 2023 (the date our company completed the split-off of Atlanta Braves Holdings); and (d) for 2023, 2024 and 2025, in each of LLYVA and LLYVK from August 4, 2023 through December 31 of each of 2023 and 2024 and December 15, 2025 (the date of the Split-Off). (5) For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Media and Entertainment Index from December 31, 2020 through December 31 of each covered fiscal year. (6) Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), and impairment charges. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.

  107. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

  108. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  109. Relationship Between Compensation Actually Paid and Adjusted OIBDA

    Relationship Between Compensation Actually Paid and Adjusted OIBDA

  110. DIRECTORS

    DIRECTORS