DEF 14A of Atlanta Braves Holdings, Inc., Apr 2, 2026

DEF 14A of Atlanta Braves Holdings, Inc.

Filed Apr 2, 2026 · FY20250001104659-26-039201

Open on EDGAR

  1. OUR DIRECTOR NOMINEE

    OUR DIRECTOR NOMINEE

  2. OUR DIRECTOR NOMINEE

    | | WONYA Y. LUCAS | | | | Director Since: 2023 | Committees: Compensation (Chair), Audit, Nominating and Corporate Governance | | | Independent Director | | | | Ms. Lucas brings to our Board significant experience in the broadcasting industry, having an extensive background in programming, content development and brand management. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board. | |

  3. NOMINEE FOR ELECTION AS DIRECTOR

    NOMINEE FOR ELECTION AS DIRECTOR

  4. NOMINEE FOR ELECTION AS DIRECTOR

    | | Wonya Y. Lucas | Independent Director Director Since: July 2023 Age: 63 Committees: Compensation (Chair), Audit, Nominating and Corporate Governance |

  5. NOMINEE FOR ELECTION AS DIRECTOR

    Ms. Lucas brings to our Board significant experience in the broadcasting industry, having an extensive background in programming, content development and brand management. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board.

  6. NOMINEE FOR ELECTION AS DIRECTOR

    | Professional Background: • President and Chief Executive Officer of Hallmark Media (formerly Crown Media Holding) from July 2020 until December 2023 • President and Chief Executive Officer of Public Broadcasting Atlanta from April 2015 until August 2020 • President of Lucas Strategic Consultants LLC from 2013 until 2015 • President and Chief Executive Officer of TV One from 2011 until 2013 • Executive Vice President and Chief Operating Officer, Discovery Channel and Science Channel, of Discovery Communications, Inc. from 2010 until 2011 • Executive Vice President and Global Chief Marketing Officer of Discovery Communications, Inc. from 2008 until 2010 • Executive Vice President, General Manager of The Weather Channel Companies from 2004 until 2008 • Executive Vice President, Strategic Marketing of The Weather Channel Companies from 2002 until 2004 • TBS from 1994 until 2002, where she served in a variety of marketing and strategy roles • Vice Chair of National Public Radio from May 2017 until August 2020 | Other Public Company Directorships: • Comcast Corporation (2024 – present) Former Public Company Directorships: • E.W. Scripps Company (2019 – 2022) • J.C. Penney Company, Inc. from (2017 – 2020) |

  7. DIRECTOR WHOSE TERM EXPIRES IN 2027

    DIRECTOR WHOSE TERM EXPIRES IN 2027

  8. DIRECTOR WHOSE TERM EXPIRES IN 2027

    | | Brian M. Deevy | Independent Director Director Since: July 2023 Age: 70 Committees: Audit (Chair), Compensation, Nominating and Corporate Governance |

  9. DIRECTOR 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 the Company’s activities in these areas.

  10. DIRECTOR WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Head of Royal Bank of Canada (“RBC”) Capital Markets’ Communications, Media & Entertainment (“CME”) Group from 2007 until 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 (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, RBC Daniels’ predecessor, was with Continental Illinois National Bank • Director of the Daniels Fund (2003 – present) • Director of the U.S. Olympic and Paralympic Foundation (2006 – 2014) | Other Public Company Directorships: • Liberty Media (2015 – present) Former Public Company Directorships: • Trine II Acquisition Corp. (2021 – 2023) • Ascent Capital Group, Inc. (2013 – 2016) • Ticketmaster Entertainment, Inc. (2008 – 2010) |

  11. DIRECTORS WHOSE TERMS EXPIRE IN 2028

    DIRECTORS WHOSE TERMS EXPIRE IN 2028

  12. DIRECTORS WHOSE TERMS EXPIRE IN 2028

    | | Terence F. McGuirk | Chairman Director Since: July 2023 Age: 74 Committees: None |

  13. DIRECTORS WHOSE TERMS EXPIRE IN 2028

    As Chairman, President and Chief Executive Officer of the Company, Mr. McGuirk maintains executive oversight over all aspects of the Braves franchise and The Battery Atlanta. His in-depth experience with the Braves franchise, involvement with MLB and prior experience in the broadcasting sector provide the Company and our Board with valuable insight.

  14. DIRECTORS WHOSE TERMS EXPIRE IN 2028

    | Professional Background: • Chairman of the Braves since 2007 • Chairman and Chief Executive Officer of the Braves since 2014 • Chairman of Braves Development Company since 2014 • Chairman, President and Chief Executive Officer of Turner Broadcasting System, Inc. (“TBS”) from 1996 until 2001 • Vice Chairman of TBS and Chief Executive Officer of the TBS-owned Atlanta sports teams, including the Braves, the National Basketball Association Hawks and the National Hockey League Thrashers from March 2001 until December 2003 • Ex officio member of the MLB Executive Council, Chairman of the MLB Committee on Economic Reform and member of MLB’s Ownership Committee and Finance and Compensation Committee | Other Public Company Directorships: None Former Public Company Directorships: • Havertys Furniture Company (2001 – 2016) |

  15. DIRECTORS WHOSE TERMS EXPIRE IN 2028

    | | Diana M. Murphy | Independent Director Director Since: July 2023 Age: 69 Committees: Nominating and Corporate Governance (Chair), Audit, Compensation |

  16. DIRECTORS WHOSE TERMS EXPIRE IN 2028

    Ms. Murphy brings to our Board extensive experience in leadership roles on boards of publicly traded, private and non-profit organizations. Her business acumen and expertise in strategic planning, management development and risk management add important perspective and experience to our Board.

  17. DIRECTORS WHOSE TERMS EXPIRE IN 2028

    | Professional Background: • Managing Director of Rocksolid Holdings, LLC since 2007 • Previously held various management positions at Tribune Media Company from 1979 until 1992, including as Senior Vice President, and at The Baltimore Sun Company from 1992 to 1995 • Managing Director of Chartwell Capital Management, Inc. from 1997 until 2007 • Managing Director of the Georgia Research Alliance Venture Fund from 2012 until 2016 • President of the United States Golf Association from 2016 until 2018 | Other Public Company Directorships: • Landstar System, Inc.—Non-Executive Chairman (1998 – present) • American International Group, Inc. (March 2023 – present) Former Public Company Directorships: • CTS Corporation from (2010 – 2020) • Synovus Financial Corp. (2017 – 2025) |

  18. COMPENSATION DISCUSSION AND ANALYSIS

    | | WHAT WE DO | | WHAT WE DO NOT DO | | • Performance targets for our executives support the long-term growth of the Company. • We have a clawback policy providing for the recovery of erroneously awarded incentive-based compensation in accordance with Nasdaq and SEC rules. • We have robust stock ownership guidelines for our executive officers. As of March 27, 2026, all of our NEOs were in compliance with the guidelines. | | • Our compensation practices are designed to not encourage excessive risk taking. • We do not provide tax gross-up payments in connection with taxable income from perquisites. • We do not issue equity awards close in time to the disclosure of quarterly earnings. | |

  19. 2025 ENHANCEMENTS TO COMPENSATION AND GOVERNANCE PRACTICES

    2025 ENHANCEMENTS TO COMPENSATION AND GOVERNANCE PRACTICES To support the Company’s strategic objectives and further align leadership incentives with stockholder value creation, the Company implemented several compensation program enhancements in 2025: • Engaged an independent compensation consultant, FW Cook • Redesigned the annual incentive bonus program to place greater emphasis on financial performance • Developed a compensation comparator group consisting of 17 companies in the media/entertainment, consumer discretionary and REIT sectors • Modified the CEO compensation arrangement to better align with market data, Company performance, and long-term stockholder value creation, informed by the new comparator group • Granted a special performance-based equity award to NEOs to strengthen alignment with stockholder interests and promote long-term performance

  20. Legacy Compensation Program and Executive Employment Agreements

    Legacy Compensation Program and Executive Employment Agreements Prior to the Split-Off, Company employees (including the NEOs) participated in compensation and benefit programs primarily designed and administered by Liberty Media. The Compensation Committee was not constituted until July 2023. Before that time, compensation decisions regarding Braves executive officers were made by the compensation committee of Liberty Media (the “Liberty Compensation Committee”) with respect to Mr. McGuirk, and by Mr. McGuirk with respect to other Braves executive officers (the “Legacy Program”). Following the Split-Off, the Company’s executive compensation program, policies, and practices have been overseen and approved by the Compensation Committee. However, significant components of the Legacy Program continued through 2024 and 2025. For executive officers other than Mr. McGuirk, the Legacy Program primarily consisted of executive employment agreements (the “Executive Employment Agreements”), which provided base salary, annual incentive opportunities, equity incentive awards, and other benefits, each of which is described in more detail below. Mr. McGuirk’s compensation arrangement under the Legacy Program was approved by the Liberty Compensation Committee in December 2022 and provided for: (i) an annual base salary of $1,050,000; (ii) a bi-annual bonus resulting in total payments of $3,000,000 in 2023 and $4,000,000 due in 2025, of which $2,000,000 was paid in December 2024 and the remainder in May 2025; (iii) an annual restricted stock unit (“RSU”) award, vesting on the first anniversary of the grant date, with a grant date value of $1,080,000; and (iv) a one-time, multi-year option and RSU award with a combined grant date fair value of $3,240,000, granted in December 2023. The Company assumed Mr. McGuirk’s Legacy Program compensation arrangement in connection with the Split-Off.

  21. 2025 Annual Incentive Bonus Design Changes

    2025 Annual Incentive Bonus Design Changes For 2025 Fiscal Year, the Compensation Committee approved several key changes to the annual incentive bonus program to strengthen alignment with financial performance and stockholder interests. These changes included: • Increasing the weighting of financial performance metrics from 50% to 70%, and reducing non-financial metric weighting from 50% to 30% • Adjusting the financial component to place 75% weight on revenue (up from 50%) and 25% weight on Adjusted OIBDA (down from 50%) • Adjusting the non-financial component to place 20% weight on personal goals, with the Compensation Committee reserving 10% based on its exercise of qualitative discretion • Establishing a threshold performance level below which no payout is earned • Increasing the maximum payout opportunity from 150% to 200% of target to better reward exceptional performance and align with market norms • Expanding participation to include the Company’s President and CEO (Mr. McGuirk) The Compensation Committee believes that these changes to the program’s performance metrics reinforce the Company’s commitment to an executive compensation program that encourages high performance, aligns executive and stockholder interests, places increased emphasis on long-term financial results and supports retention of the Company’s NEOs.

  22. 2025 Special Performance-Based Award

    2025 Special Performance-Based Award In consideration of the completion of the Services Transition and termination of the Services Agreement, in June 2025, the Compensation Committee approved grants of performance stock unit awards (“PSUs”) to our executive officers and other key employees to align the management team with long-term performance objectives of the Company as a standalone public company and strengthen alignment with stockholder interests.

  23. ROLE OF INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF INDEPENDENT COMPENSATION CONSULTANT The Compensation Committee has authority under its charter to retain external advisors, including compensation consultants, to assist in carrying out its responsibilities. For the 2025 Fiscal Year, the Compensation Committee engaged FW Cook, an independent compensation consultant, to assist the Committee in evaluating the Company’s executive and director compensation programs. FW Cook is an established independent advisory firm that provides executive compensation consulting services exclusively to boards and compensation committees. FW Cook reports directly to the Compensation Committee. At the request of the Compensation Committee, FW Cook also meets with members of management from time to time for the limited purpose of obtaining information necessary to develop analyses and recommendations for the Compensation Committee’s consideration. During 2025, FW Cook’s services to the Compensation Committee included: • attending all Compensation Committee meetings; • providing information, research, and analysis regarding the Company’s executive compensation programs for the 2025 Fiscal Year, including assisting in the development of the comparator set used to evaluate compensation competitiveness; • updating the Committee on market and regulatory trends, evolving compensation practices, and relevant legislative developments; • advising on the design of the Company’s executive compensation program and the reasonableness of individual compensation targets and awards; • developing an annual compensation risk assessment; • evaluating market trends in stock ownership guidelines and recommending updates to the Company’s stock ownership policy; and • assisting the Committee in its periodic review of nonemployee director compensation. During 2025, FW Cook provided no services to the Company other than those provided to the Compensation Committee. The Compensation Committee conducted its annual assessment of FW Cook’s independence, taking into account the factors required under applicable SEC rules and stock exchange listing standards. Based on this review, the Committee determined that FW Cook remains independent, that its work does not raise any conflict of interest, and that FW Cook is appropriately qualified to continue serving as the Committee’s independent compensation consultant.

  24. COMPARATOR GROUP USED TO EVALUATE 2025 COMPENSATION

    COMPARATOR GROUP USED TO EVALUATE 2025 COMPENSATION To assist in evaluating our executive compensation program for 2025, the Compensation Committee reviewed and approved a comparator group of companies at its May 2025 meeting. The comparator set was developed with the support of the Compensation Committee’s independent compensation consultant, FW Cook. Because of the Company’s unique structure, there are relatively few public companies that directly mirror our business model, requiring a tailored, principles-based approach to comparator group development.

  25. Comparator Group Development and Rationale

    Comparator Group Development and Rationale In forming the comparator set, FW Cook and the Compensation Committee considered a range of objective criteria, including revenue, market capitalization, and business and industry characteristics such as entertainment-focused business models, ownership of income-producing real estate and U.S-based operations. As a result of these selection criteria, the Company’s revenues generally fall between the 25th percentile and the median of the comparator set, while our market capitalization is positioned above the median. The Compensation Committee’s philosophy in developing and using the comparator group is rooted in the following principles: • Market Context for Decision-Making. The comparator group provides relevant market context for assessing senior executive pay levels and program design, including total compensation benchmarking, annual and long-term incentive plan structure, and overall equity usage. • Composition Based on Comparable Characteristics. Companies are selected based on similar relative scale and adjacent industries, comparable business models, similar market dynamics, growth profiles, and overlap in the executive talent market. • Statistical Validity and Defensibility. The comparator set includes a sufficient number of companies to ensure statistical validity and robust data, while also meeting the expectation that public-company comparator groups be externally defensible and appropriate for scrutiny by stockholders and proxy advisory firms. Given limitations inherent in any one comparator group, it is also standard market practice to supplement comparator data with general industry or broader industry-specific executive compensation survey data when needed, and the Compensation Committee considers such supplemental data where appropriate.

  26. 2025 Comparator Group

    2025 Comparator Group The Compensation Committee approved a 17-company comparator set for use in evaluating the 2025 compensation program. These companies reflect the selection criteria described above and provide an appropriate market reference point for benchmarking executive compensation levels, program design, governance practices and equity usage.

  27. 2025 Comparator Group

    | American Assets Trust (NYSE: AAT) | Rush Street Interactive, Inc. (NYSE: RSI) | | Choice Hotels International, Inc. (NYSE: CHH) | Shake Shack Inc. (NYSE: SHAK) | | Churchill Downs Incorporated (NASDAQ: CHDN) | Sweetgreen, Inc. (NYSE: SG) | | Cousins Properties Incorporated (NYSE: CUZ) | Target Hospitality Corp. (NASDAQ: TH) | | FuboTV Inc. (NYSE: FUBO) | Vail Resorts, Inc. (NYSE: MTN) | | IMAX Corporation (NYSE: IMAX) | Vimeo, Inc. (NASDAQ: VMEO)(1) | | Madison Square Garden Sports Corp. (NYSE: MSGS) | Vivid Seats, Inc. (NASDAQ: SEAT) | | Monarch Casino & Resort, Inc. (NASDAQ: MCRI) | Yelp, Inc. (NYSE: YELP) | | Planet Fitness, Inc. (NYSE: PLNT) | |

  28. 2025 Comparator Group

    Vimeo, Inc. was delisted on 11/24/2025 following its acquisition by Bending Spoons US. Accordingly, Vimeo will not be included in the comparator group for 2026.

  29. ELEMENTS OF 2025 EXECUTIVE COMPENSATION

    ELEMENTS OF 2025 EXECUTIVE COMPENSATION For 2025, the principal components of compensation for Mr. McGuirk were base salary, the remaining portion of the 2024 bi-annual bonus approved as part of the Legacy Program and paid in 2025, an annual incentive bonus, equity incentive compensation and certain other benefits, partially provided in Mr. McGuirk’s compensation arrangement approved by the Liberty Compensation Committee in 2023 and partially provided in Mr. McGuirk’s compensation arrangement approved by the Compensation Committee in June 2025. Similarly, the principal components of compensation for the other NEOs were base salary, annual incentive bonuses, equity incentive compensation and certain other benefits, generally provided in their Executive Employment Agreements. Our annual and long-term incentive programs provide performance-based initiatives for our NEOs tied to key financial and strategic measures that generate long-term stockholder value and reward sustained achievement of the Company’s financial goals. Each element of executive compensation is described below in more detail.

  30. ELEMENTS OF 2025 EXECUTIVE COMPENSATION

    | Component | | Performance Link | Description | | Base Salary | Cash | Fixed component of compensation intended to attract and retain high performing executives | Specified in Executive Employment Agreements or compensation arrangement set by the Compensation Committee | | Short-Term Annual Cash Incentive | Cash | Incentivize, focus and reward executives on both company-wide and individual performance goals | Payout tied to achievement of goals related to revenue (52.5%), Adjusted OIBDA (17.5%) and personal goals (20%), with final 10% reserved for the Compensation Committee to exercise qualitative discretion | | Long-Term Annual Equity Award | Restricted Stock Units | Align executive officers with our stockholders Retain key executives through vesting | Vest one year after the date of grant, subject to the executive’s continued employment on such date | | Special Performance-Based Long-Term Equity Award | Performance Stock Units | Align executive officers with our stockholders Incentivize achievement of pre-established objectives | Eligible to earn from 0% up to 200% based on the Company’s level of achievement of compound annual growth rate of revenue during 3-year performance period commencing January 1, 2025 and ending on December 31, 2027 |

  31. BONUS AWARDS

    BONUS AWARDS Mr. McGuirk’s previous compensation arrangement approved by the Liberty Compensation Committee in 2023 provided that Mr. McGuirk would be paid a bi-annual bonus. Mr. McGuirk’s bi-annual bonus was originally scheduled to be paid in May 2025 (subject to his continued employment through such date) and was to equal $4,000,000. The Compensation Committee elected to accelerate half of Mr. McGuirk’s 2025 bi-annual bonus payment with Mr. McGuirk receiving $2,000,000 in December 2024. The remaining $2,000,000 of Mr. McGuirk’s 2025 bi-annual bonus payment was paid in May 2025.

  32. SHORT-TERM ANNUAL CASH INCENTIVE COMPENSATION

    SHORT-TERM ANNUAL CASH INCENTIVE COMPENSATION Our NEOs participate in an annual incentive bonus program that forms a core component of the Company’s Legacy Program, as modified by changes adopted by the Compensation Committee during 2025. The program is designed to focus executives on achieving superior performance against key financial and strategic objectives that drive long-term stockholder value. Annual incentive bonuses are intended to directly link pay to performance by conditioning a meaningful portion of each NEO’s total cash compensation on the achievement of pre-established financial metrics and individual performance goals. In approving the 2025 program, the Compensation Committee approved substantial enhancements intended to strengthen the alignment between performance and pay and to more clearly incentivize outcomes critical to the Company’s long-term success. Key changes included: • Increasing the weighting of financial performance metrics from 50% to 70% and reducing the weighting of nonfinancial performance metrics from 50% to 30%; • Adjusting financial metric weightings to place 75% weight on Revenue (up from 50%) and 25% weight on Adjusted OIBDA (down from 50%); • Adjusting the non-financial component to place 20% weight on personal goals, with the Compensation Committee reserving 10% based on its exercise of qualitative discretion; • Establishing a threshold performance level below which no payout is earned; • Increasing the maximum payout opportunity from 150% to 200% of target to appropriately reward exceptional performance; and Expanding participation in the program to include the Company’s President and CEO, Mr. McGuirk.

  33. SHORT-TERM ANNUAL CASH INCENTIVE COMPENSATION

    | Comparison of 2024 and 2025 Annual Incentive Program Components | | | | Component of Annual Incentive Bonus | 2024 Program | 2025 Program | | Financial | | | | Revenue | 25% | 52.5% | | Adjusted OIBDA | 25% | 17.5% | | Nonfinancial | | | | Personal Goal Attainment | 40% | 20% | | Qualitative Discretionary | 10% | 10% |

  34. SHORT-TERM ANNUAL CASH INCENTIVE COMPENSATION

    For 2025, all of our NEOs were eligible to receive annual incentive bonuses based on the achievement of Braves Holdings, LLC (“Braves Holdings”)(2) financial performance metrics approved by the Board as part of the annual budget process.

  35. 2025 Target Bonus Opportunities

    2025 Target Bonus Opportunities Target annual incentive bonus opportunities for each NEO were established pursuant to either their Executive Employment Agreement or, for Mr. McGuirk, the compensation arrangement approved by the Compensation Committee as described above.

  36. 2025 Target Bonus Opportunities

    | Name | 2025 Annual Incentive Bonus Target Amount | Bonus Target Amount as % of Base Salary | | Terence F. McGuirk | $2,000,000 | 167% | | Derek G. Schiller | $1,200,000 | 57% | | Michael P. Plant | $650,000 | 50% | | Gregory J. Heller | $412,500 | 50% | | Jill L. Robinson | $412,500 | 50% |

  37. 2025 Target Bonus Opportunities

    The following table shows the weighting of the 2025 performance metrics for each NEO, expressed as a percentage of each NEO’s 2025 total annual incentive bonus opportunity.

  38. 2025 Target Bonus Opportunities

    | Name | Financial Performance | Personal Goal Attainment | Qualitative Discretionary | | Terence F. McGuirk | 70% | 20% | 10% | | Derek G. Schiller | 70% | 20% | 10% | | Michael P. Plant | 70% | 20% | 10% | | Gregory J. Heller | 70% | 20% | 10% | | Jill L. Robinson | 70% | 20% | 10% |

  39. Financial Performance Component

    Financial Performance Component The financial performance component of the 2025 annual incentive bonus program consisted of two Braves Holdings metrics: “Revenue” and “Adjusted OIBDA”(3). Target levels for each metric were established in alignment with the Board-approved 2025 budget. Payouts for each metric ranged from 0% (below threshold) to 200% (maximum), based on performance relative to the pre-established goals. The “Revenue” and “Adjusted OIBDA” targets established by the (2) The Legacy Program measured financial performance of Braves Holdings, not the Company’s financial performance as a whole. This is due to the NEOs historically being evaluated on Braves Holdings performance prior the Services Transition. Braves Holdings consists of the following reportable segments as disclosed in our 2025 Form 10-K, which was filed on February 26, 2026 with the SEC: “Baseball” and “Mixed-Use Development.” The “Corporate and other” amount listed in Appendix A is not included in Braves Holdings. For a reconciliation of Braves Holdings Adjusted OIBDA to operating income (loss), see Appendix A to this Proxy Statement. Compensation Committee were an increase over the previous year’s results and were intended to motivate our NEOs to achieve strong financial performance. A bonus sliding scale was used for percentage payouts, with a higher payout resulting from stronger financial performance results for each metric. In May 2025, the Compensation Committee initially approved the following target levels of achievement for the 2025 annual incentive bonus program: (i) for Revenue: (A) $575 million for Threshold, (B) $722 million for Target and (C) $830 million for Maximum, and (ii) for Adjusted OIBDA: (A) $72 million for Threshold, (B) $96 million for Target and (C) $120 million for Maximum. In June 2025, after initial approval of the 2025 targets, the Compensation Committee, following discussions with management and its independent compensation consultant, revised and re-approved the target levels of achievement as reflected below. The following table shows the Below Threshold, Threshold, Target, Maximum and Actual performance levels, along with the payout multiple of target incentive opportunity, for the “Revenue” metric of the annual incentive bonus for our NEOs:

  40. Financial Performance Component

    | Braves Holdings Revenue | Level of Achievement | Level of Achievement % against Target | Payout as % of Bonus Target Opportunity | | Below Threshold | <$650 million | <90% | 0% | | Threshold | $650 million | 90% | 50% | | Target | $722 million | 100% | 100% | | Maximum | $794 million | 110% | 200% | | Actual | $732 million | 101% | 110% |

  41. Financial Performance Component

    The following table shows the Below Threshold, Threshold, Target, Maximum and Actual performance levels, along with the payout multiple of target incentive opportunity, for the “Adjusted OIBDA” metric of the annual incentive bonus for our NEOs:

  42. Financial Performance Component

    | Braves Holdings Adjusted OIBDA | Level of Achievement | Level of Achievement % against Target | Payout as % of Target Opportunity | | Below Threshold | <$74 million | <75% | 0% | | Threshold | $74 million | 75% | 50% | | Target | $99 million | 100% | 100% | | Maximum | $124 million | 125% | 200% | | Actual | $120 million | 121% | 184% |

  43. Personal Goal Attainment Component

    Personal Goal Attainment Component For the 2025 Fiscal Year, the annual incentive bonuses also included a performance component that measured achievement against relevant personal, strategic goals specified for each NEO. At the beginning of the year, the Compensation Committee, together with Mr. McGuirk for NEOs other than himself established numerous specific goals aligned with the Company’s broad strategic initiatives for each NEO. The personal goal attainment component for NEO payouts was calculated based on the extent to which each NEO’s personal goals were achieved during the year. Payouts were capped at 200% of target. In 2025, the NEOs’ personal goals focused on numerous core strategies aimed at achieving the shared goal of achieving on and off the field success. Examples of personal goals for NEOs include leading organizational initiatives, supporting business and baseball operations, completing real estate projects, onboarding new functions after the termination of the Services Agreement, and managing community affairs. To determine the level of achievement of the NEOs’ individual strategic performance criteria, Mr. McGuirk evaluated the performance of each NEO based on their individual strategic performance measures and made a recommendation to the Compensation Committee regarding each NEO’s level of achievement. To determine the level of achievement of Mr. McGuirk’s individual strategic performance criteria, the Compensation Committee evaluated the performance of Mr. McGuirk based on his individual strategic performance measures and his level of achievement. After evaluating each NEO’s performance against their individual performance goals, the Compensation Committee determined that each NEO would receive a 150% payout for the personal goal attainment component of their 2025 annual incentive bonus.

  44. 2025 Annual Incentive Bonus Payout

    2025 Annual Incentive Bonus Payout Achievement of the financial performance, personal goal attainment and the qualitative discretionary performance components, taken together, resulted in annual incentive bonus payouts for 2025, as shown in the table below:

  45. 2025 Annual Incentive Bonus Payout

    | Name | Target Bonus | Payout as % of Target(1) | Bonus Payout | | Terence F. McGuirk | $2,000,000 | 135% | $2,700,000 | | Derek G. Schiller | $1,200,000 | 135% | $1,620,000 | | Michael P. Plant | $650,000 | 135% | $877,500 | | Gregory J. Heller | $412,500 | 135% | $556,875 | | Jill L. Robinson | $412,500 | 135% | $556,875 |

  46. 2025 Annual Incentive Bonus Payout

    (1) The total payout as a percentage of target is based on 128.5% level of achievement for the financial performance component, 150% level of achievement for the personal goal attainment component and 150% level of achievement for the qualitative discretionary component of the annual incentive bonus (as described above).

  47. LONG-TERM ANNUAL EQUITY AWARDS

    LONG-TERM ANNUAL EQUITY AWARDS The Atlanta Braves Holdings, Inc. 2023 Omnibus Incentive Plan (the “2023 Incentive Plan”) provides for the grant of equity incentive awards (in the form of stock options, restricted shares, RSUs, stock appreciation rights (“SARs”) and performance awards). Subject to share availability considerations, our Compensation Committee has historically preferred granting stock options and RSUs (as compared with other types of available awards under the 2023 Incentive Plan) based on the belief that they better promote the 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. The Compensation Committee will continue to review and adjust the annual award mix to serve stockholders’ best interests through sustained long-term financial and stock price performance.

  48. Restricted Stock Units

    Restricted Stock Units On December 4, 2025, the Compensation Committee approved a grant of RSUs to the NEOs. The annual grant of equity incentive awards to our NEOs has historically been made at the last regularly scheduled Compensation Committee meeting of the calendar year (typically held in December) subject to any change at the discretion of the Compensation Committee. In addition, the Compensation Committee may, from time to time, provide an equity award to one or more of our NEOs to retain and reward key talent or to reflect increased responsibilities. The Compensation Committee may also review and approve equity awards for employee promotions and new hires. We monitor and periodically review our equity grant policies to ensure compliance with plan rules and applicable law. We do not have a program, plan or practice to time our equity grants in coordination with the release of material, non-public information. Pursuant to Mr. McGuirk’s compensation arrangement and the Executive Employment Agreements with Messrs. Schiller, Plant and Heller and Ms. Robinson, the table below sets forth the number of RSUs awarded to each NEO in 2025:

  49. Restricted Stock Units

    | Name | Number of RSUs Awarded(1) | Target Fair Value for Awards(2) | | Terence F. McGuirk | 176,212 | $6,800,000 | | Derek G. Schiller | 19,436 | $750,000 | | Michael P. Plant | 20,731 | $800,000 | | Gregory J. Heller | 14,253 | $550,000 | | Jill L. Robinson | 14,253 | $550,000 |

  50. Restricted Stock Units

    (1) The number of RSUs awarded to each NEO was based on the closing price of $38.59 for BATRK on December 4, 2025, which is the grant date of the awards. (2) In December 2023, the Compensation Committee elected to grant 50% of the 2024, 2025 and 2026 annual equity awards provided for in the Executive Employment Agreements for Messrs. Schiller, Plant and Heller and Ms. Robinson. The December 2023 grants were in the form of stock options and RSUs and were equal to 50% of three years of the annual equity awards provided for in the respective Executive Employment Agreement. For more information on these grants, see “Outstanding Equity Awards at 2025 Fiscal Year-End” below. The fair value amounts for Messrs. Schiller, Plant, Heller, and Ms. Robinson show the remaining 50% of their annual equity awards granted in December 2025 as specified in their respective Executive Employment Agreements.

  51. SPECIAL PERFORMANCE-BASED LONG-TERM EQUITY AWARDS

    SPECIAL PERFORMANCE-BASED LONG-TERM EQUITY AWARDS

  52. Performance Restricted Stock Units

    Performance Restricted Stock Units In consideration of the completion of the Services Transition and termination of the Services Agreement, the Compensation Committee approved grants of PSUs to our executive officers and other key employees to align the management team with long-term performance objectives of the Company as a standalone public company and strengthen alignment with stockholder interests. The table below sets forth the number of PSUs awarded to each NEO on June 30, 2025:

  53. Performance Restricted Stock Units

    | Name | Number of PSUs (at Target)(1) | Grant Date Fair Value(2) | | Terence F. McGuirk | 150,000 | $7,015,500 | | Derek G. Schiller | 85,000 | $3,975,450 | | Michael P. Plant | 85,000 | $3,975,450 | | Gregory J. Heller | 50,000 | $2,338,500 | | Jill L. Robinson | 50,000 | $2,338,500 |

  54. Performance Restricted Stock Units

    (1) PSU payout opportunities range from 0% to 200% of target, based on performance (described below) and subject to continued employment and the terms of the applicable award agreement. (2) The grant date fair value is calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 and is based on the closing price of $46.77 for BATRK on June 30, 2025, the grant date of the awards. The PSUs are eligible to vest based on the Company’s performance over a three-year period commencing January 1, 2025 and ending December 31, 2027 (the “Performance Period”). PSU payouts may range from 0% to 200% of the target number of PSUs based on the Company’s achievement of compound annual growth rate (“CAGR”) of revenue over the Performance Period, measured against performance levels pre-established by the Compensation Committee. Because sports franchises are predominantly valued on a multiple of revenue, revenue CAGR serves as both a measure of long-term strategic execution and a direct driver of franchise value. The Compensation Committee seeks to ensure that target performance goals are ambitious and require meaningful revenue growth over the Performance Period, while threshold performance goals are intended to be achievable. Target performance levels are derived from the Company’s long-range strategic plan, which is reviewed annually by the Board. At the target performance level, the award would vest at 100% of the target PSUs, and at or above the maximum performance level, the PSUs would vest at 200% of target. If the Company exceeds threshold levels but does not achieve target performance, payouts will be determined using linear interpolation. No PSUs will vest if the Company fails to achieve the threshold level of performance. The Company’s long-range strategic plan is confidential, and, in the Company’s reasonable judgment, disclosure of specific performance targets would reasonably be expected to result in competitive harm. For this reason, the specific CAGR performance targets for the PSUs are not disclosed. The Company intends to disclose, following completion of the Performance Period, the achievement of revenue CAGR as a percentage of target, as well as the resulting PSU payout as a percentage of target. Vesting of the PSUs is subject to the NEO’s continued employment with the Company, except as otherwise provided under the 2023 Incentive Plan and the applicable PSU award agreement, as described in greater detail under “Potential Payments Upon Termination or Change in Control”. Vested PSUs, if any, will be settled no later than March 31 of the calendar year following the conclusion of the Performance Period.

  55. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  56. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(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 ($)(7) | Total ($) | | Terence F. McGuirk Chairman, President and Chief Executive Officer | 2025 | 1,126,136 | 2,000,000 | 13,815,500 | – | 2,700,000 | 176,776 | 68,086 | 19,886,498 | | | 2024 | 1,050,000 | 2,000,000 | 1,080,000 | – | – | 118,356 | 67,430 | 4,315,786 | | | 2023 | 1,050,000 | 3,000,000 | 2,816,577 | 1,690,728 | – | 154,850 | 46,342 | 8,758,497 | | Derek G. Schiller Executive Vice President, Business | 2025 | 2,100,000 | – | 4,725,450 | – | 1,620,000 | 140,816 | 63,948 | 8,650,214 | | | 2024 | 2,000,000 | – | 750,000 | – | 1,058,400 | 35,492 | 66,394 | 3,910,286 | | Michael P. Plant Executive Vice President, Development | 2025 | 1,300,000 | – | 4,775,450 | – | 877,500 | 113,074 | 69,504 | 7,135,528 | | | 2024 | 1,200,000 | – | 800,000 | – | 588,000 | 69,591 | 69,820 | 2,727,411 | | Gregory J. Heller Executive Vice President, Chief Legal Officer and Secretary | 2025 | 825,000 | – | 2,888,500 | – | 556,875 | 131,153 | 49,5234 | 4,451,051 | | | 2024 | 800,000 | – | 550,000 | – | 392,000 | 29,548 | 45,464 | 1,817,012 | | Jill L. Robinson Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 825,000 | – | 2,888,500 | – | 556,875 | 80,530 | 58,034 | 4,408,939 | | | 2024 | 800,000 | – | 550,000 | – | 392,000 | 41,018 | 52,964 | 1,835,982 |

  57. SUMMARY COMPENSATION TABLE

    (1) Messrs. Schiller, Plant and Heller and Ms. Robinson were not NEOs for 2023. (2) For Mr. McGuirk, reflects a portion of the 2025 bi-annual bonus paid to Mr. McGuirk in December 2024 and the 2023 bi-annual bonus paid to Mr. McGuirk in May 2023, in accordance with Mr. McGuirk’s compensation arrangement. (3) Reflects the grant date fair value of RSUs and PSUs granted to the NEO in the applicable year. 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 11 to our consolidated financial statements for the 2025 Fiscal Year (which are included in our 2025 Form 10-K). For PSUs, the grant date fair value is calculated using the target number of PSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the PSU awards would have been as follows: Mr. McGuirk, $14,031,000; Mr. Schiller, $7,950,900; Mr. Plant, $7,950,900; Mr. Heller, $4,677,000; and Ms. Robinson, $4,677,000. (4) Reflects the grant date fair values of options granted to the NEO in the applicable year, 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 11 to our consolidated financial statements for the 2025 Fiscal Year (which are included in our 2025 Form 10-K). (5) Includes annual incentive bonuses earned with respect to the 2025, 2024 and, for Mr. McGuirk, 2023 fiscal years. For more detail, see above under “Compensation Discussion and Analysis—Annual Cash Incentive Bonuses.” (6) Reflects change in the Non-Uniformed Personnel Pension Plan value as used for accounting purposes according to U.S. generally accepted accounting principles (“GAAP”). For more detail, see below under “Pension Benefits.” (7) Includes the following amounts:

  58. SUMMARY COMPENSATION TABLE

    | | NEOs | | | | | | | Mr. McGuirk | Mr. Schiller | Mr. Plant | Mr. Heller | Ms. Robinson | | Compensation related to personal use of corporate aircraft(a) | – | – | – | – | – | | Life insurance premiums | 9,888 | 4,902 | 9,144 | 2,622 | 4,902 | | Matching 401(k) contributions(b) | 31,000 | 31,000 | 31,000 | 23,500 | 29,692 | | Travel expenses(c) | – | 1,845 | 962 | – | – | | Club dues | – | 5,000 | 5,000 | – | – | | Auto allowance / Lease | 27,198 | 21,201 | 23,398 | 23,401 | 23,440 |

  59. SUMMARY COMPENSATION TABLE

    (a) On occasion, Mr. McGuirk has had family members and other guests accompany him on the Company’s leased aircraft when traveling on business at nominal or no incremental cost to the Company. For more information, see “Perquisites—Aircraft Usage.” (b) NEOs participate in the Atlanta Braves 401(k) Plan. For more information, see “Compensation Discussion and Analysis— Other Benefits—Defined Contribution Plans.” (c) Family and/or associates occasionally travel alongside an executive resulting in additional expenses.

  60. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The table below presents information regarding awards granted during the 2025 Fiscal Year to each NEO under the Company’s 2023 Incentive Plan, including estimated possible and future payouts under non-equity incentive plan awards and equity incentive plan awards of RSUs and PSUs.

  61. GRANTS OF PLAN-BASED AWARDS

    | NEO | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Terence F. McGuirk | – | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | | | 6/30/2025 | | | | 75,000 | 150,000 | 300,000 | | | | $7,015,500 | | | 12/4/2025 | | | | | | | 176,212 | | | $6,800,000 | | Derek G. Schiller | – | $600,000 | $1,200,000 | $2,400,000 | | | | | | | | | | 6/30/2025 | | | | 42,500 | 85,000 | 170,000 | | | | $3,975,450 | | | 12/4/2025 | | | | | | | 19,436 | | | $750,000 | | Michael P. Plant | – | $325,000 | $650,000 | $1,300,000 | | | | | | | | | | 6/30/2025 | | | | 42,500 | 85,000 | 170,000 | | | | $3,975,450 | | | 12/4/2025 | | | | | | | 20,731 | | | $800,000 | | Gregory J. Heller | – | $206,250 | $412,500 | $825,000 | | | | | | | | | | 6/30/2025 | | | | 25,000 | 50,000 | 100,000 | | | | $2,338,500 | | | 12/4/2025 | | | | | | | 14,253 | | | $550,000 | | Jill L. Robinson | – | $206,250 | $412,500 | $825,000 | | | | | | | | | | 6/30/2025 | | | | 25,000 | 50,000 | 100,000 | | | | $2,338,500 | | | 12/4/2025 | | | | | | | 14,253 | | | $550,000 |

  62. GRANTS OF PLAN-BASED AWARDS

    (1) Reflects the possible payouts under the Company’s annual incentive bonus program for performance in the 2025 Fiscal Year. Each of the NEOs is assigned a target bonus which is a percentage of the NEO’s base salary as of such fiscal year end. The annual incentive bonus with respect to the Revenue, Adjusted OIBDA, Personal Goal Attainment and Qualitative Discretionary component for each NEO was capped at 200% for the 2025 Fiscal Year. The amounts of annual incentive bonus actually paid for performance in the 2025 Fiscal Year are disclosed in the Non-Equity Incentive Plan Compensation columns and related footnotes thereto of the Summary Compensation Table above. For more information regarding the terms of these annual incentive bonuses, please see “Compensation Discussion & Analysis—Elements of Our Compensation Program—Annual Incentive Bonus.” (2) Reflects PSUs granted to NEOs on June 30, 2025, which will be earned based on the Company’s performance over the three-year performance period commencing on January 1, 2025 and ending December 31, 2027. For more information regarding the PSU grants, please see “Elements of Our Executive Compensation Program—Equity Incentive Compensation—Performance Restricted Stock Units.” (3) Reflects RSUs granted to NEOs on December 4, 2025, which vest on December 4, 2026, subject to the NEOs continued employment through such date. RSUs and PSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant in accordance with FASB ASC Topic 718. See Note 11 to the financial statements in our Annual Report on Form 10-K for the 2025 Fiscal Year filed with the SEC on February 26, 2026 for further discussion of the relevant assumptions used in calculating these amounts.

  63. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table contains information regarding unexercised options, unvested RSUs and unvested PSUs which were outstanding as of December 31, 2025 and held by the NEOs, including their legacy Liberty Media equity awards with respect to Liberty Media’s former Series C Liberty Braves common stock before the Split-Off and converted by the Company into equity awards with respect to our BATRK common stock in connection with the Split-Off.

  64. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option awards | | | | | Stock awards | | | | | Name | Grant Date(1)(2) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Terence F. McGuirk | | | | | | | | | | | | 12/10/2020 | 380,526 | | $27.18 | 12/10/2027 | | | | | | | 12/11/2023 | 76,113 | 38,057 | $37.45 | 12/11/2030 | | | | | | | 12/11/2023 | | | | | 15,042 | $593,407 | | | | | 12/4/2025 | | | | | 176,212 | $6,951,563 | | | | | 6/30/2025 | | | | | | | 150,000 | $5,917,500 | | Derek G. Schiller | | | | | | | | | | | | 12/10/2020 | 175,395 | | $27.18 | 12/10/2027 | | | | | | | 12/11/2023 | 56,380 | 28,190 | $37.45 | 12/11/2030 | | | | | | | 12/11/2023 | | | | | 11,142 | $439,552 | | | | | 12/4/2025 | | | | | 19,436 | $766,750 | | | | | 6/30/2025 | | | | | | | 85,000 | $3,353,250 | | Michael P. Plant | | | | | | | | | | | | 12/10/2020 | 285,395 | | $27.18 | 12/10/2027 | | | | | | | 12/11/2023 | 56,380 | 28,190 | $37.45 | 12/11/2030 | | | | | | | 12/11/2023 | | | | | 11,142 | $439,552 | | | | | 12/4/2025 | | | | | 20,731 | $817,838 | | | | | 6/30/2025 | | | | | | | 85,000 | $3,353,250 | | Gregory J. Heller | | | | | | | | | | | | 12/10/2020 | 80,263 | | $27.18 | 12/10/2027 | | | | | | | 12/11/2023 | 38,761 | 19,381 | $37.45 | 12/11/2030 | | | | | | | 12/11/2023 | | | | | 7,661 | $302,227 | | | | | 12/4/2025 | | | | | 14,253 | $562,281 | | | | | 6/30/2025 | | | | | | | 50,000 | $1,972,500 | | Jill L. Robinson | | | | | | | | | | | | 12/10/2020 | 110,263 | | $27.18 | 12/10/2027 | | | | | | | 12/11/2023 | 38,761 | 19,381 | $37.45 | 12/11/2030 | | | | | | | 12/11/2023 | | | | | 7,661 | $302,227 | | | | | 12/4/2025 | | | | | 14,253 | $562,281 | | | | | 6/30/2025 | | | | | | | 50,000 | $1,972,500 |

  65. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Stock options and RSUs granted on December 11, 2023 vest in three equal installments on each of the first through third anniversaries of the date of grant subject to continued employment through the vesting date. (2) RSUs granted on December 4, 2025 fully vest on the first anniversary of the date of grant subject to continued employment through the vesting date. (3) Based on the closing price of the Company’s stock on December 31, 2025 ($39.45), the final trading day of the 2025 Fiscal Year. PSUs granted on June 30, 2025 vest based on the level of achievement of compound annual growth rate of revenue during the performance period commencing on January 1, 2025 and ending on December 31, 2027, subject to continued employment through the vesting date (with certain exceptions). The number of the PSUs reflect an assumed level of achievement of target performance goals based on the Company’s performance as of December 31, 2025. Market value based on the closing price of the Company’s stock on December 31, 2025 ($39.45), the final trading day of the 2025 Fiscal Year.

  66. 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 NEOs, in each case, during 2025.

  67. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise | Value realized on exercise(1) | Number of shares acquired on vesting(2) | Value realized on vesting | | Terence F. McGuirk | – | – | 42,042 | $1,627,577 | | Derek G. Schiller | 110,000 | $1,855,200 | 29,892 | $1,157,391 | | Michael P. Plant | – | – | 31,142 | $1,205,604 | | Gregory J. Heller | 110,000 | $1,673,699 | 21,410 | $828,848 | | Jill L. Robinson | 80,000 | $1,187,684 | 21,410 | $828,848 |

  68. OPTION EXERCISES AND STOCK VESTED

    (1) The value realized on option exercises is the difference between the market price of the underlying securities at exercise and the exercise or base price of the options. (2) Includes shares withheld in payment of withholding taxes at election of holder.

  69. PENSION BENEFITS

    PENSION BENEFITS The following table summarizes certain information for our NEOs under the Non-Uniformed Personnel Pension Plan, which is a defined benefit plan, for the 2025 Fiscal Year. In October 2020, the Non-Uniformed Personnel Pension Plan was amended to limit future participation. Specifically, employees hired or re-hired on or after October 1, 2020, are not eligible to participate in the Non-Uniformed Personnel Pension Plan. Effective December 31, 2030, the Non-Uniformed Personnel Pension Plan will be permanently frozen to future benefit accruals.

  70. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Services | Present Value of Accumulated Benefit(1)(2) | Payments during Last Fiscal Year | | Terence F. McGuirk | Non-Uniformed Personnel Pension Plan | 19 | $1,100,787 | $100,106 | | Derek G. Schiller | Non-Uniformed Personnel Pension Plan | 18 | $858,152 | – | | Michael P. Plant | Non-Uniformed Personnel Pension Plan | 19 | $1,383,624 | – | | Gregory J. Heller | Non-Uniformed Personnel Pension Plan | 18.58 | $787,635 | – | | Jill L. Robinson | Non-Uniformed Personnel Pension Plan | 6.67 | $322,129 | – |

  71. PENSION BENEFITS

    (1) The actuarial present value of the accumulated plan benefit is based on the accrued benefit in each plan as of December 31, 2025, using the plan’s benefit formula and actual earnings and service through December 31, 2025. The calculation is based on the same assumptions used for financial reporting purposes under GAAP. The benefits in the “Pension Benefits” table above have been calculated using a normal retirement age of 65 (or current age if later), as defined in the Non-Uniformed Personnel Pension Plan. No “preretirement decrements” have been assumed (i.e., no preretirement death, disability or termination is assumed). (2) Key assumptions used to calculate the defined benefit value as of December 31, 2025 are as follows: (i) discount rate of 5.60%, (ii) Pri-2012 mortality table and MP-2021 to project future mortality improvements. No lump sum option is offered through the Non-Uniformed Personnel Pension Plan, so no lump sum payments were assumed upon retirement. The key provisions of the Non-Uniformed Personnel Pension Plan applicable to our NEOs are as follows: Benefit calculation. 2% of average pensionable earnings for each year of pension service up to 30 years. Average pensionable earnings is the average of an employee’s highest five consecutive plan years of annual earnings, during the ten-year period which ends on the earlier of the participant’s termination date or retirement date. Pension service was frozen for participants who elected to participate in the enhanced defined contribution plan effective December 31, 2020. However, all NEOs elected to continue accruing service in the Non-Uniformed Personnel Pension Plan. Definition of “compensation.” W-2 earnings, including any cafeteria plan deferrals, dependent care assistance deferrals, and any other employee deferrals to a qualified retirement plan, but excluding any reimbursements, fringe benefits, moving expenses, deferred compensation, welfare benefits, signing bonuses, severance, IRC Section 132 deductions taken pursuant to the Transportation Equity Act, and any earnings earned as a non-resident alien (assuming the employee earned no income in the US). MLB postseason shares are excluded from pensionable pay. • Vesting. Participants are vested after completing five years of vesting service (or upon death or retirement from active status). • Early Retirement Benefits. Pension benefit determined as of early retirement date, reduced 7/12% for each of the first 60 months and 1/3% for each of the next 60 months by which payment precedes the normal retirement date (age 65). Participants are eligible to retire before the normal retirement date upon attaining age 55 and completing ten years of vesting service. • Death Benefit. If not eligible for early or normal retirement, 50% of the pension benefit as of the date of death, reduced for the 50% joint and survivor election and reduced for payment as early as the participant’s 55th birthday. If eligible for early or normal retirement, 100% of the pension benefit as of the date of death, reduced for the 100% joint and survivor election and reduced for early commencement of payment. • Disability Benefit. None.

  72. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following narrative and table set forth the potential payments to each of our NEOs as 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. Each Executive Employment Agreement provides severance benefits in the event the respective NEO’s employment is terminated under certain circumstances. 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 prices on December 31, 2025 (the last trading day in 2025) for our BATRK common stock, which was $39.45. 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 and PSUs 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.

  73. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

  74. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Termination Without Cause | Death/ Disability | Termination for Cause | Change in Control (without termination) | | Terence F. McGuirk | | | | | | Cash Severance | – | – | – | – | | COBRA Payments | – | – | – | – | | Equity Acceleration(1) | $1,972,500 | $13,538,584 | – | $13,538,584 | | Total | $1,972,500 | $13,538,584 | – | $13,538,584 | | Derek G. Schiller | | | | | | Cash Severance(2) | $15,640,000 | – | – | – | | COBRA Payments | $38,380 | – | – | – | | Equity Acceleration(1) | $657,500 | $4,615,932 | – | $4,615,932 | | Total | $16,335,800 | $4,615,932 | – | $4,615,932 | | Michael P. Plant | | | | | | Cash Severance(3) | $7,550,000 | – | – | – | | COBRA Payments | $42,995 | – | – | – | | Equity Acceleration(1) | $1,117,750 | $4,667,020 | – | $4,667,020 | | Total | $8,710,745 | $4,667,020 | – | $4,667,020 | | Gregory J. Heller | | | | | | Cash Severance(3) | $4,787,500 | – | – | – | | COBRA Payments | $29,634 | – | – | – | | Equity Acceleration(1) | $657,500 | $2,875,770 | – | $2,875,770 | | Total | $5,474,634 | $2,875,770 | – | $2,875,770 | | Jill L. Robinson | | | | | | Cash Severance(3) | $4,787,500 | – | – | – | | COBRA Payments | $43,257 | – | – | – | | Equity Acceleration(1) | $657,500 | $2,875,770 | – | $2,875,770 | | Total | $5,488,257 | $2,875,770 | — | $2,875,770 |

  75. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    (1) For purposes of this table, the number and market value of the PSUs reflect an assumed level of achievement of target performance goals. (2) For Mr. Schiller, assumes term of Executive Employment Agreement automatically extends for an additional year through December 31, 2028 since notice of expiration of the term was not delivered by December 31, 2025. Reflect two years remaining in the term of the applicable Executive Employment Agreement, which expires on December 31, 2027.

  76. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  77. DIRECTOR COMPENSATION TABLE

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

  78. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2)(3) | Option Awards | All Other Compensation | Total | | Brian M. Deevy | $150,000 | $115,000 | – | – | $265,000 | | Wonya Y. Lucas | $145,000 | $115,000 | – | – | $260,000 | | Diana M. Murphy | $145,000 | $115,000 | – | – | $260,000 |

  79. DIRECTOR COMPENSATION TABLE

    (1) Mr. McGuirk, who served as a director of the Company in 2025 and is a NEO, received no compensation for serving as a director of the Company during 2025. (2) As of December 31, 2025, our nonemployee directors held the following equity in the Company (either directly or indirectly):

  80. DIRECTOR COMPENSATION TABLE

    | | Brian M. Deevy | Wonya Y. Lucas | Diana M. Murphy | | Common Stock (#) | | | | | BATRA | 1,024 | | | | BATRK | 8,031 | 6,142 | 4,679 | | Options (#) | | | | | BATRK | 6,709 | 1,510 | 5,210 | | RSUs (#) | | | | | BATRK | 2,981 | 2,981 | 2,981 |

  81. DIRECTOR COMPENSATION TABLE

    Reflects the grant date fair value of RSUs awarded, which has been computed based on the closing price of BATRK shares on the grant date in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures.

  82. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship between the median annual total compensation of our employees and the total compensation of our Chairman, President and 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. and the Dominican Republic representing all full-time, part-time, seasonal and temporary employees employed by the Company and its subsidiaries on that date. Using information from our payroll records and Form W-2s, we then measured each employee’s gross wages for the calendar year 2025, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, 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. Additionally, we did not annualize the compensation of our temporary or seasonal employees. We also did not make any cost-of-living adjustments to the gross wages information. We determined the median employee’s total compensation for the calendar year 2025, including any perquisites and other benefits, in the same manner that we determined the total compensation of our NEOs 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:

  83. CEO PAY RATIO

    | Chief Executive Officer Total Annual Compensation | $19,886,498 | | Median Employee Total Annual Compensation | $22,473 | | Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | 885:1 |

  84. CEO PAY RATIO

    The Company believes this ratio is driven primarily by the seasonal and part-time nature of a significant portion of its workforce and the structure of the Chief Executive Officer’s long-term equity compensation.

  85. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This section provides information about the relationship between compensation actually paid to our principal executive officer and other NEOs and certain financial performance measures of the Company. For purposes of this section, the amount of compensation actually paid to our principal executive officer and other NEOs 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 NEOs 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) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest in the covered year, as applicable.

  86. PAY VERSUS PERFORMANCE

    | | Current PEO(1) | | Former PEO(1) | | Non-PEO NEOs(1) | | Value of initial fixed $100 investment based on: | | | | | | Year | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to 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 ($)(5) | Net Income (in millions) ($)(6) | Revenue (in millions) ($)(7) | | 2025 | 19,886,498 | 18,639,310 | 0 | 0 | 6,161,433 | 5,488,140 | BATRA | 97.97 | 211.91 | (23) | 732 | | | | | | | | | BATRK | 93.95 | | | | | 2024 | 4,315,786 | 3,697,068 | 2,992,246 | 3,902,414 | 2,094,477 | 1,878,374 | BATRA | 94.07 | 155.63 | (31) | 662 | | | | | | | | | BATRK | 91.12 | | | | | 2023 | 0 | 0 | 2,196,335 | 1,401,000 | 2,442,870 | 2,278,622 | BATRA | 98.64 | 110.02 | (125) | 641 | | | | | | | | | BATRK | 94.26 | | | |

  87. PAY VERSUS PERFORMANCE

    (1) Our current principal executive officer (“Current PEO”) is Mr. McGuirk, and our former principal executive officer was Mr. Maffei (“Former PEO”). For 2025, our “Non-PEO NEOs” were Messrs. Schiller, Plant and Heller and Ms. Robinson. For 2024, “Non-PEO NEOs” were Messrs. Schiller, Plant and Heller and Ms. Robinson, and a prior NEO, Mr. Wendling, is also included. For 2023, our “Non-PEO NEOs” were Messrs. McGuirk and Wendling, Albert E. Rosenthaler and Renee L. Wilm. (2) Reflects, for Messrs. McGuirk 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. McGuirk and Maffei, and to 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:

  88. 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 | Change in Pension Value | 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) | Total Compensation Actually Paid | | Current PEO | | | | | | | | | | | 2025 | 19,886,498 | (13,815,500) | – | (176,776) | 12,869,063 | (75,637) | – | (48,338) | 18,639,310 | | 2024 | 4,315,786 | (1,080,000) | – | (118,356) | 1,033,020 | (361,528) | – | (91,854) | 3,697,068 | | 2023 | – | – | – | – | – | – | – | – | – | | Former PEO | | | | | | | | | | | 2025 | – | – | – | – | – | – | – | – | – | | 2024 | 2,992,246 | (1,351,998) | – | – | – | – | 1,340,783 | 921,383 | 3,902,414 | | 2023 | 2,196,335 | – | – | – | – | (1,085,839) | 1,237,231 | (946,727) | 1,401,000 | | Non-PEO NEOs | | | | | | | | | | | 2025 | 6,161,433 | (3,819,475) | – | (116,393) | 3,340,162 | (47,272) | – | (30,315) | 5,488,140 | | 2024 | 2,094,477 | (546,435) | – | (43,912) | 506,945 | (108,763) | 16,299 | (40,237) | 1,878,374 | | 2023 | 2,442,870 | (807,095) | (525,681) | – | 1,424,146 | – | 68,454 | (324,072) | 2,278,622 |

  89. PAY VERSUS PERFORMANCE

    (a) Reflects, for Messrs. McGuirk 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) The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K include equity awards with respect to the Company’s common stock that were issued in connection with adjustments made to outstanding equity awards with respect to shares of Liberty Media’s former Series C Liberty Braves common stock in connection with the Split-Off. (c) Reflects, with respect to Messrs. McGuirk 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 years. (d) Reflects, with respect to Messrs. McGuirk and Maffei, the change in 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. (e) Reflects, with respect to Messrs. McGuirk 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 years. (f) Reflects, with respect to Messrs. McGuirk and Maffei, the change in fair value, and with respect to the Non-PEO NEOs, the average of the change in fair values, of awards which failed to meet vesting conditions in the covered fiscal year when such awards were granted in a prior fiscal year. (4) Represents the cumulative total stockholder return on an initial fixed $100 investment in each of our Series A and Series C common stock (Nasdaq: BATRA and BATRK) from December 30, 2022 through December 28, 2025. (5) Represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Media Index from December 30, 2022 through December 28, 2025. (6) Represents the amount of net income reflected in our consolidated financial statements for the covered fiscal year. Represents the amount of revenue reflected in our consolidated financial statements for the covered fiscal year.

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

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return The chart below shows the relationship between Compensation Actually Paid and Company Cumulative Total Shareholder Return for the covered years:

  91. Compensation Actually Paid vs. Company TSR

    Compensation Actually Paid vs. Company TSR

  92. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The chart below shows the relationship between Compensation Actually Paid and Net Income for the covered years:

  93. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  94. Relationship Between Compensation Actually Paid and Revenue

    Relationship Between Compensation Actually Paid and Revenue The chart below shows the relationship between Compensation Actually Paid and Revenue for the covered years:

  95. Compensation Actually Paid vs. Revenue

    Compensation Actually Paid vs. Revenue