BATRA 10-K & 10-Q changes, risk factors and insider trading

Our financial results depend in large part on the ability of the Braves to achieve on-field success. The team’s successes generate significant fan enthusiasm, resulting in sustained ticket, premium seating, concession and merchandise sales, and greater shares of local television and radio audiences during that period. Furthermore, participation in MLB’s postseason provides the franchise with additional revenue and income, primarily derived from games played at the Braves’ home stadium. TheWhile the Braves did not make the postseason in 2025, the team appeared in 2 out of 18 potential postseason games in 2024,2024 and 4 out of 18 potential postseason games in 20232023. and 4 out of 17 potential postseason games in 2022. Net revenueRevenue from postseason play (after reduction for allocable postseason share payments) was approximately $2.0 million, $11.3 million,million and $8.4$11.3 million in 2024, 20232024 and 2022,2023, respectively. While the Braves have made the MLB postseason during nine of the past thirteenfourteen seasons, and were the 2021 World Series Champions, there can be no assurance that the team will perform well or qualify for postseason play during the next season or any season thereafter. Poor on-field performance by the Braves is likely to adversely affect our financial performance.

The success of the Braves depends, in large part, on the ability to develop, obtain and retain talented players. The Braves compete with other MLB baseball teams and teams in other countries for available professional players and top player prospects. There can be no assurance that the Braves will be able to retain players upon expiration of their contracts or identify and obtain or develop new players of adequate talent to replace players who retire or are injured, traded, released or lost to free agency. Even if the Braves are able to retain or obtain players who have had successful amateur or professional careers, or develop talented players through the Braves’ minor league affiliates or otherwise, there can be no assurance that such players will perform successfully for the Braves. The 2017 penalties handed down by MLB against the Braves in the international market limited the Braves’ ability to recruit players internationally through the 2021 season, and could have an impact on the future pipeline of talent going forward.

Management of Braves Holdings focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profit for the sake of immediate on-field success. For example, in order to improve the short-termshort- I-13 term performance of the team, management may decide to make trades for highly compensated players and sign free agents or current players to high value contracts, which could significantly increase operating expenses for a given year, and which could adversely impact the trading price of our common stock. In addition, to the extent higher salaries must be paid in order to retain talented players, the Braves may be subject to the Competitive Balance Tax imposed by the CBA if the Braves’ aggregate average payroll exceeds the predetermined thresholds contained in the CBA. The Braves were not required to pay the Competitive Balance Tax for the 2025 season, but did for the 2024 and 2023 seasons. For more information about the Competitive Balance Tax, see “Item 1. Business - MLB Rules and Regulations - Collective Bargaining Agreement” and “Item 1. Business - MLB Rules and Regulations - Competitive Balance Provisions.” Alternatively, management may decide to focus on longer-term success by investing more heavily in the recruiting and development of younger and less expensive talent, which may negatively affect the team’s current on-field success and in turn could have a negative impact on ticket sales and other sources of revenue. We must also comply with all MLB rules and decisions. MLB has significant authority over MLB teams and must act in the best interests of MLB as a whole. Such rules and decisions may be inconsistent with strategies adopted by management and may have a negative effect on the near-term value of our common stock.

Viewership of professional baseball has experienced declines in recentcertain years and, although recentprevious declines have seen some recovery, any future decline in television ratings or attendance for MLB as a whole could have an adverse effect on our financial results. The Braves compete for entertainment and advertising dollars with other sports and entertainment activities. During parts of the MLB regular season, the Braves experience competition from college football, professional basketball (the Atlanta Hawks), professional football (the Atlanta Falcons) and professional soccer (the Atlanta United FC). as well as other sports and entertainment events. As sporting and entertainment trends change, fans may be drawn to other spectator sports and entertainment options, in spite of on-field success by the Braves.

Braves Holdings generally funds its operating activities through cash flow from operations and two credit facilities, with a maximum combined borrowing capacity of $275.0 million. As of December 31, 2024,2025, there werewas no$35 amountsmillion outstanding under these credit facilities. If cash flows become insufficient to cover operating or capital needs, we may be required to take on additional indebtedness, but applicable CBA rules limit the aggregate amount of indebtedness that the Braves may incur. See “Item 1. Business – MLB Rules and Regulations – Collective Bargaining Agreement” and “Business – MLB Rules and Regulations – Debt Service Rule.” Following our separation from Liberty Media,Liberty, we do not have access to Liberty Media’sLiberty’s capital or credit and our ability to obtain significant financing on favorable terms, or at all, may be more limited as a standalone company than as a subsidiary of Liberty Media.Liberty. Due to our size and current indebtedness, together with our assets and operating cash flow, we may be unable to support any significant financing in the future.

We are a holding company and our assets consist primarily of investments in our subsidiaries, including Braves Holdings. As a holding company, our ability to meet our financial obligations to third parties is dependent upon our available cash balances, distributions from subsidiaries and other investments and proceeds from any asset sales. Further, our ability to receive dividends or payments or advances from our subsidiaries’ businesses depends on their individual operating results, any statutory, regulatory or contractual restrictions to which they are or may become subject and the terms of their I-15 indebtedness and any additional debt they may incur in the future. From time to time, our subsidiaries may consider opportunities to refinance such debt, including through use of cash on hand and capital markets transactions. Accordingly, our ability to make payments to third parties and to otherwise meet our financial obligations at the holding company level is constricted.

The Stadium Operating Agreement is terminable by Cobb County and the Cobb-Marietta Coliseum and Exhibit Hall Authority upon the occurrence of certain events of default, including, subject to certain exceptions and applicable cure periods: (i) failure of the Braves to pay any amount due and owing under the Stadium Operating Agreement, including the annual license fees, within ten business days after written notice; (ii) failure of the Braves to perform any material agreement or provision of the Stadium Operating Agreement; (iii) the Braves failure to guarantee certain other payment and performance obligations relating to the construction and maintenance of Truist Park; and (iv) failure by the Braves to play all home games at Truist Park. The Stadium Operating Agreement provides that any termination of the agreement will not be effective until I-18 the conclusion of the then current MLB season, including any applicable postseason games. The Stadium Operating Agreement also grants the Braves a right of first refusal in connection with any sale by Cobb County and the Cobb-Marietta Coliseum and Exhibit Hall Authority of their interests in Truist Park and provides the Braves with an exclusive option to purchase Truist Park during the twelve-month period ending six months prior to the expiration or termination of the Stadium Operating Agreement.

Braves Holdings has, directly or indirectly through subsidiaries, taken on a significant level of debt and increased expenses related to the development of Truist Park, the Mixed-Use Development and our spring training facility. As of December 31, 2024,2025, Braves Holdings had approximately $197.9$223.8 million outstanding under various debt instruments for construction andconstruction, other stadium-related costs, $392.2and ongoing operations costs, $487.3 million outstanding under various credit facilities and loans for the Mixed-Use Development and $30.0 million outstanding under a credit facility for the spring training facility. Continued construction and development expenditures will increase our costs and indebtedness in the near term, which could have a negative impact on Braves Holdings’ credit worthiness and the value of our common stock.

Risks associated with real estate development projects, such as the Mixed-Use Development, relate to, among other items, adverse changes in national market conditions (which can result from political, regulatory, economic or other factors), increases in interest rates, competition for, and the financial condition of, tenants, the cyclical nature of property markets, adverse local market conditions, changes in the availability of debt financing, real estate tax rates and other operating expenses, zoning laws and other governmental rules and fiscal policies, energy prices, population trends, risks and operating problems arising out of the presence of certain construction materials, acts of God, uninsurable losses and other factors which are beyond the control of the developer and may make the underlying investments economically unattractive. Development I-16 activities also involve the risk that construction may not be completed within budget or on schedule because of cost overruns, work stoppages, shortages of building materials, the inability of contractors to perform their obligations under construction contracts, defects in plans and specifications or various other factors, including natural disasters, which may be exacerbated by climate change. As a result, we may not be able to fully realize the projected long-term returns and benefits of our real estate development efforts. Any of these risks could result in substantial unanticipated delays or expenses associated with the Mixed-Use Development, which could have an adverse effect on our financial condition and suppress the value of our common stock.

If Mixed-Use Development lessees do not renew their leases as they expire, we may not be able to re-lease that space inwithin the Mixed-Use Development. In addition, in connection with securing lease renewals or re-leasing properties, we may agree to terms that are less economically favorable than expiring lease terms, or we may be required to incur significant costs, such as renovations and improvements on behalf of the lessee.lessee, in particular as it relates to newly acquired properties. Furthermore, a significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties. Any of these events could adversely affect our cash flow from operations and our ability to service our indebtedness, which could negatively impact our financial condition.

Due to weather conditions, we may be required to cancel or reschedule one or more baseball games to another available day, which could increase our costs and could negatively impact attendance, as well as concession and merchandise I-18 sales, which could negatively impact our financial performance. The frequency and severity of such adverse weather conditions could increase as a result of climate change.

Data loss or other breachesincidents or disruptions of our information systems and information system security could materially harm our business and results of operations.

PenetrationCompromises of our information systems or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could subject us to increased costs, litigation, actions from governmental authorities, reputational harm (which could negatively impact future revenues), and financial or other liabilities. In addition, security breaches, incidents or the inability to protect information could lead to ticketing fraud and counterfeit tickets.

Additionally, we rely on technology, such as our information systems, content distribution systems, ticketing systems, and payment processing systems, as well as technology and information systems of third-party vendors, to conduct our business. Disruptions, such as computer hackingintrusion and phishing, theft, computer viruses,malware, ransomware, wormsransomware or other destructivemalicious software, software vulnerabilities (including zero-day exploits), process breakdowns, potential disruptions from software updates (including due to inadequate testing of updates), denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), criminal and/or terrorist activities or human error, may affect the information systems and services we utilize and could result in disruption of our services,services and the misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such systems. The techniques used to access, disable or degrade serviceservice, or to sabotage information systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence may intensify cybersecurity risks. While we and our vendors and broadcasting partners continue to I-21 develop, implement and maintain security measures seekingdesigned to identifyidentify, prevent and mitigate cybersecurity risks, including unauthorized access or misuse,misuse to our information systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing thesethe eventsdisruptions described above from occurring. We increasingly rely on third-party vendors to provide technology-related services and, while we thoroughly evaluate such vendors and their capabilities and processes for mitigating risk, we cannot be certain that any incident experienced by our vendors will not have a material impact on us.

Further, we rely on technology at our home games and other live events, the failure or disruption of which, for any significant period of time, could affect our business, our reputation and the success of our live events. Any significant interruption or failure of the technology upon which we rely, or any significant breachcompromise of security, could result in decreased performance and increased operating costs (including refunds to impacted end users), adversely affecting our business, financial condition, reputation and results of operations.

Through the Company’s operations, sales and marketing activities, it collects and stores certain non-public personal information related to its customers. The Company also gathers and retains information about employees in the normal course of business. The Company may share information about such persons with vendors, contractors and other third-parties that assist with certain aspects of its business. The collection, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by thesethe businesses.Company and by the agreements we have with our vendors, contractors and other third-parties. Moreover, there are federal, state and international laws regarding privacy and the collection, storage, sharing, use, disclosure and protection of personallypersonal identifiable information and user data.information. Specifically, personally identifiablepersonal information is increasingly subject to changing legislation and regulations, in numerous jurisdictions around the world, which are intended to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. Compliance with these laws and regulations may be onerous and expensive and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance.

For example, California has enacted the California Consumer Privacy Act of 2018 (“CCPA”), which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected by such companies. The CCPA became effective on January 1, 2020. The California Attorney General has issued regulations and guidance regarding the law. In November 2020, California voters approved the California Privacy Rights Act of 2020 (“CPRA”), which amends and expands the CCPA and establishes the California Privacy Protection Agency to implement and enforce consumer privacy laws. Most of the CPRA’s provisions became effective on January 1, 2023. In addition, Virginia enacted the Consumer Data Protection Act in March 2021, which regulates the handling of personal data and became effective on January 1, 2023, and Colorado enacted a personal data protection law in July 2021, the Colorado Privacy Act, which took effect on July 1, 2023. Utah and Connecticut also have enacted consumer privacy statutes. Other states in the U.S. are also separately proposing laws to regulate privacy and security of personal data. Our failure, and/or the failure by the various third-party vendors and service providers with which we do business, to comply with applicable privacy policies orpolicies, federal or state laws or changes in applicable laws and regulations, or to prevent any compromise of security that results in the unauthorized release of personally identifiablepersonal information or other user data could (i) damage our reputation and the reputation of theirour third-party vendors and service providers, (ii) discourage potential users from trying theirour products and servicesservices, or those of our third party vendors and service providers, and/or (iii) result in fines and/or I-19 proceedings by governmental agenciesagencies, and/or in civil litigation or actions by consumers, any one or all of which could adversely affect our business, financial condition and results of operations. In addition, we or our business affiliates may not have adequate insurance coverage to compensate for losses.

Factors Relating to Ownership of Our Common StockStock, Corporate Structure and the Securities Market

Our multi-series structure may result in a lower or more volatile market price of the shares of our common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multi-series share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the I-20 S&P 500. These changes exclude companies with multiple classes of shares of common stock from being added to these indices. Any such exclusion from indices could result in a less active trading market for, and adversely affect the value of, the shares of our common stock, in part because mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in the shares of our common stock. In addition, several stockholder advisory firms have announced their opposition to the use of multiple-class structures. As a result, the multi-series structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by proxy advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the shares of our common stock.

To comply with the policies of MLB, our restated charter provides that, subject to certain exceptions: (i) employees of MLB and related entities may not own our common stock, (ii) persons who are owners, stockholders, directors, officers or employees of any MLB Club other than the Braves may not own 5% or more of the number of outstanding shares of our common stock, (iii) no person may own 10% or more of the number of outstanding shares of our common stock and (iv) no person may (A) own 50% or more of the number of outstanding shares of our common stock or (B) have the ability to exercise control over our business affairs unless, in the case of clause (iii) or clause (iv), such person is expressly approved by MLB (which, in the case of clause (iii), includes GAMCO Investors, Inc.) or qualifies as an exempt holder (which includes Terence F. McGuirk, our Chairman, President and Chief Executive Officer, Gregory B. Maffei, John C. Malone, or any person approved by MLB as the Control Person of the Braves and certain related persons of each of the foregoing). In the event that a holder attempts to I-21 acquire shares of our common stock in violation of these restrictions, the applicable excess shares will automatically be transferred to a trust whereby such shares shall be held for the benefit of the excess share transferor, and subject to the ownership or control thresholds described in the above clauses (ii), (iii) and (iv) which is purported to be breached, such excess shares may be sold for cash, on the open market, in privately negotiated transactions or otherwise, except that to the extent the purported transfer is in violation of clause (iv)(B), then such excess shares that are shares of BATRB will first be converted to shares of BATRA. No assurance can be given that the trust will be able to sell the shares at a price that is equal to or greater than the price paid by the holder. In addition, the holder’s right to receive the net proceeds of the sale, as well as any dividends or other distributions to which the holder would otherwise be entitled, will be subject to the holder’s compliance with the applicable mechanics included in our restated charter.

In addition to the influence Dr. Malone, or Mr. McGuirk as proxy as a result of the Malone Voting Agreement, could exercise in respect of his voting power (see “- Factors Relating to our Corporate History and the Split-Off - Dr. Malone owns shares of our common stock representing approximately 48.3% of our aggregate voting power, based on the number of shares of our common stock outstanding as of January 31, 2025), which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.”),stockholders, the share ownership limitations and MLB approvals required for certain transfers of shares of our common stock, in each case included in our restated charter, may have an anti-takeover effect, potentially discouraging third parties from making proposals for acquisitions of greater than 10% of our common stock or a change of control transaction. In addition, if MLB does not provide approval of a specific transaction, these provisions could prevent a transaction in which holders of our common stock might receive a premium for their shares over the then-prevailing market price or which our board of directors or stockholders might believe to be otherwise in the best interest of us and our stockholders.

On July 18, 2023, Liberty Media Corporation (“Liberty” or “Liberty Media”), the then current parent organization of Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) completed the previously announced redemption of each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of the Company (the “Split-Off”). The Split-Off was intended to be tax-free to holders of Liberty Braves common stock and in September 2024, the Internal Revenue Service completed its review of the Split-Off and notified Liberty that it agreed with the non-taxable characterization of the transaction. In September 2024, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions and members of its wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) assumed these roles (the “Corporate Governance Transition”). The Company is comprised of the businesses, assets and liabilities of its wholly-owned subsidiary Braves Holdings and corporate cash.

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta and the surrounding area (the “Mixed-Use Development”). In April 2025, the Company, through a wholly-owned subsidiary completed the acquisition of certain real estate assets adjacent to The Battery Atlanta (the “Acquisition”). The Mixed-Use Development segment derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.

Braves Holdings, affiliated entities and third-party development partners, developed a significant portion of the land around Truist Park, the Braves’ stadium, creating a 2.25 million square-foot mixed-use complex that features retail, residential, office, hotel and entertainment opportunities, known as The Battery Atlanta. We believe that the continued development and operations of The Battery AtlantaAtlanta, as well as transactions such as the Acquisition, will result in increased game attendance as well as office and retail rental income (including overage rent and tenant reimbursements), and income from parking and corporate sponsorships throughout the year.

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta.Atlanta and the surrounding area. The BatteryMixed-Use AtlantaDevelopment segment derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.

The ability of Atlanta Braves Holdings to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments decline. Future performance is dependent in part on general economic conditions and the effect of those conditions on our customers. Weak economic conditions may lead to lower ticket demand for baseball events, which would also negatively affect concession and merchandise sales, and lower levels of advertising sponsorships. While Atlanta Braves Holdings is currently unable to predict the extent of any of these potential adverse effects as of December 31, 2024,2025, Atlanta Braves Holdings does not believe that its operations have been materially impacted by recent inflationaryeconomic pressures.

A discussion regarding our financial condition and results of operations for fiscal year 20242025 compared to fiscal year 20232024 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 20232024 compared to 20222023 can be found in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on FebruaryMarch 28,3, 2024.2025.

Baseball event revenue increased $13.8$9.9 million during the year ended December 31, 2024, as compared to the prior year, due to new sponsorship agreements and contractual rate increases on season tickets and existing sponsorship contracts, partially offset by reduced attendance at regular season home games and a reduction in ticket sales and concession revenue due to fewer postseason games in 2024. Broadcasting revenue increased $5.2 million during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to contractual rate increases.increases Retailon season tickets and licensingexisting sponsorship contracts as well as new premium seating and sponsorship agreements, partially offset by reduced attendance at regular season home games. Broadcasting revenue decreasedincreased $3.8$22.5 million during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to aadditional reductionstreaming inrights localgranted to our regional broadcast partner and contractual rate increases to comparable broadcast obligations. Retail and licensing revenue decreased $1.3 million during the year ended December 31, 2025, as compared to the prior year, due to the decrease in regular season home game attendance and demand for City Connect and other apparel,attendance, partially offset by higher league-wide revenue. Other revenue, a component of baseball revenue, increased $3.9$8.5 million during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to an increase in springevents trainingheld relatedat revenueTruist (ticketPark, sales,including concession revenueconcerts and other gamedayspecial relatedevents revenue),such drivenas byhosting increasedtwo attendancegames atfor springthe trainingSavannah home games.Bananas.

Mixed-Use Development revenue. Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental income and to a lesser extent, parking revenue and sponsorships. For the year ended December 31, 2024,2025, Mixed-Use Development revenue increased $8.3$30.1 million, as compared to the prior year, primarily due to a $5.0$27.1 million increase in rental income and a $3.0$2.0 million increase in parkingsponsorship revenue. Increases in rental income for the year ended December 31, 2024,2025, were primarily driven by $3.2 million in various new lease commencements and athe $2.2in-place millionleases increaseassociated inwith tenantthe recoveries,Acquisition, partially offset by avarious reductionlease in overage rent.terminations.

Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations. For the year ended December 31, 2024,2025, baseball operating expenses increaseddecreased $21.8$7.2 million, as compared to the prior year, primarily due to a $16.7$20.3 million increase under MLB’s revenue sharing plan and other shared expenses, a $6.3 million increase in minor league team and player expenses, and a $3.2 million increasedecrease in major league player salaries,salaries partiallyand offseta by $3.0$3.7 million decrease in variable concession and retail operating expenses, due to reduced attendance at regular season home games during 2024.2025. These decreases were partially offset by a $5.6 million increase under MLB’s revenue sharing plan and other shared expenses, a $4.1 million increase in expenses for special events held at Truist Park, a $2.3 million increase in minor league related expenses, and a $1.3 million increase in broadcasting related expenses.

Mixed-Use Development costs. Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities. During the year ended December 31, 2024,2025, Mixed-Use Development costs increased $0.9$4.6 million, as compared to the prior year, dueprimarily toas securitya andresult parkingof expensesincreases and other variousin operating increases.costs associated with the assets within the Acquisition.

Selling, general and administrative, excluding stock-based compensation. Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs. Selling, general and administrative expense decreasedincreased $2.5$4.2 million for the year ended December 31, 2024,2025, as compared to the prior year, primarily duebecause toof reduced$3.8 transactionmillion costs related to the Split-Off, partially offset byof increased personnelproperty coststaxes, as well as insurance, information technologyinsurance and other professional fees.

Operating income (loss). Operating income (loss) decreasedimproved $6.8$26.1 million during the year ended December 31, 2024,2025, as compared to the prior year, due to the above explanations.

Non-GAAP Adjusted OIBDA. To provide investors with additional information regarding the Company’s financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income (loss) plus stock-based compensation, depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges. However, our definition may vary from similarly titled measures used by other companies. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by (used in) operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:

Baseball Adjusted OIBDA decreasedincreased $14.0$44.5 million during the year ended December 31, 20242025 as compared to the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.

Corporate and Other Adjusted OIBDA loss decreasedimproved $10.0$0.6 million during the year ended December 31, 20242025 as compared to the prior year, primarily due to decreasesdecreased inpersonnel costs relatedand toother theprofessional Split-Off.fees.

Share of earnings (losses) of affiliates, net. The following table presents Atlanta Braves Holdings’our share of earnings (losses) of affiliates, net:

Other, net. Other, net income increaseddecreased $2.1$1.2 million during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to increaseddecreases in dividend and interest and dividend income.

During the year ended December 31, 2025, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to executive compensation that is not deductible for tax purposes. During the year ended December 31, 2024, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to executive compensation that is not deductible for tax purposes.

Net earnings (loss). The Company had net losses of $31.3$23.3 million and $125.3$31.3 million for the years ended December 31, 20242025 and 2023,2024, respectively. The change in net earnings (loss) was the result of the above-described fluctuations in Atlanta Braves Holdings’ revenue, expenses and other gains and losses, as described above.

During the years ended December 31, 20242025 and 2023,2024, the Company’s primary uses of cash were payments to certain players and other employees pursuant to long-term employment agreements, capital expenditures,expenditures including acquisitions, debt service and working capital requirements and debt service,requirements, funded primarily by cash from operations, distributions from equity method affiliates and new borrowings on construction loans.borrowings.

The Company’s uses of cash are expected to be payments to certain players, coachesplayers and executivesother employees pursuant to long-term employment agreements, capital expenditures, investments in real estate ventures and debt service payments. The Company expects to fund its projected uses of cash with cash on hand, cash provided by operations and through borrowings II-7 under construction loans and revolvers. We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.

Non-Financial Instrument Valuations. Atlanta Braves Holdings’ non-financial instrument valuations are primarily comprised of its annual assessment of the recoverability of its goodwill and franchise rights (collectively, “indefinite-lived intangible assets”), and its evaluation of the recoverability of its other long-lived assets upon certain triggering events. If the carrying value of Atlanta Braves Holdings’ long-lived assets exceeds their estimated fair value, Atlanta Braves Holdings is required to write the carrying value down to fair value. Any such writedown is included in impairment of long-lived assets in the consolidated statement of operations. Judgment is required to estimate the fair value of Atlanta Braves Holdings’ long-lived assets. Atlanta Braves Holdings may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. Atlanta Braves Holdings may need to make estimates of future cash II-9 flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the judgment involved in Atlanta Braves Holdings’ estimation techniques, any value ultimately derived from Atlanta Braves Holdings’ long-lived assets may differ from its estimate of fair value.

As of December 31, 2024,2025, the Company had $175.8 million of goodwill and $123.7 million of franchise rights. The Company’s goodwill and franchise rights are both entirely allocated to the Baseball reportable segment. The Company performs its annual assessment of the recoverability of its indefinite-lived intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred. The accounting guidance permits entities II-9 to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of its reporting units. The Company considers whether there are any negative macroeconomic conditions, industry-specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior year for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test.

Our broadcast company is a new and unproven business, and we may be unable to generate sufficient revenue from carriagedistributor fees, advertising, and subscription sales to offset the costs of operating our own broadcast network.

The commercial success of BravesVision depends in significant part on our ability to secure and maintain affiliation agreements that serve our broadcast territory. CarriageDistribution negotiations with MVPDs and vMVPDs involve significant leverage on both sides and are subject to commercial, regulatory, and competitive pressures. If major distributors decline to carry BravesVision, or if existing distributors’ affiliation arrangements expire or are terminated, a meaningful number of fans within our broadcast territory may be unable to access Braves games through their preferred service providers. This could reduce viewership, undermine our ability to attract and retain advertising revenue, and damage our relationship with the Braves fan base which could further impact other revenue streams, any of which could have a material adverse effect on our business and results of operations.

In addition, as the media distribution landscape continues to evolve, we cannot predict the long-term viability of individual distribution partners, their subscriber trajectory, or their willingness to pay carriagedistributor fees at levels that make BravesVision economically viable. The continued migration of audiences from traditional linear pay-TV bundles to streaming and free over-the-air services may reduce the total potential distribution partners and adversely affect per-subscriber economics of our affiliation agreements.

The Baseball segment includes operations relating to the Atlanta Braves Major League Baseball Club (“ANLBC,” the “Atlanta Braves,” the “Braves,” the “club,” or the “team”) and the Braves’ ballpark (“Truist Park” or the “Stadium”) and includes revenue generated from ticket sales, concessions, broadcastinglocal and other media revenue,broadcasting, advertising sponsorships, suites and premium seat fees, retail and licensing revenue, shared MLB revenue streams, including national broadcasting rights and licensing, and other sources. Ticket sales, concessions, broadcasting and other media revenue and advertising sponsorship sales are the Baseball segment’s primary revenue drivers. Following the termination of the existingprevious long-term local broadcasting agreement, the Braves announced in February 2026 the creation of BravesVision, a multimedia platform owned and operated by the Company that is the official local television home of the Braves. Ticket sales, concessions, media related revenue (including BravesVision and national broadcasting rights) and advertising sponsorship sales are the Baseball segment’s primary revenue drivers.

Results of Operations –MarchJune 31,30, 2026 and 2025

Baseball revenue. Baseball revenue is derived from two primary sources: baseball event revenue (ticket sales, concessions, advertising sponsorships, suites and premium seat fees) and broadcastingmedia related revenue (BravesVision and othernational media revenue.broadcasting). The following table disaggregates Baseball revenue by source:

Baseball event revenue increaseddecreased $22.9$19.3 million for the three months ended MarchJune 31,30, 2026 as compared to the corresponding period in the prior year, primarily due to anthe increasedecrease in the number of regular season home games played,during I-26the current year period as wellcompared to the corresponding period in the prior year. Baseball event revenue increased $3.5 million for the six months ended June 30, 2026, as compared to the corresponding period in the prior year, primarily due to increased attendance at regular season home games, contractual rate increases on season tickets and existingfavorable sponsorshipsingle contractsgame andticket newsales, premiumpartially seatingoffset andby sponsorshipfewer agreements.regular Broadcastingseason andhome othergames mediaduring 2026 as compared to the corresponding period in 2025. Media related revenue decreased $1.8$8.2 million and $10.0 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding period in the prior year, primarily due to the timing of therevenue commencementrecognition of theunder BravesVision medialinear contractsdistribution asagreements wecompared transitioned away fromto our previous long-term local broadcasting arrangement.agreement and changes in certain national media rights arrangements, resulting in an increase in the commercialization of digital media rights through MLB Advanced Media, L.P. (“MLBAM”). Retail and licensing revenue increased $1.2$3.3 million and $4.5 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding period in the prior year, primarily due to thedemand increasefor City Connect apparel which launched in April 2026 and higher league-wide revenue, partially offset by the numberdecrease ofin regular season home games.games in 2026 as compared to the corresponding period in 2025. Other revenue, a component of baseball revenue, decreasedincreased $5.2$13.4 million and $8.2 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding period in the prior year primarily due to aan decreaseincrease in special events held at Truist Park,Park. includingThe increase for the three-month period, as compared to the corresponding period in the prior year, is primarily due to hosting twothree games for the Savannah Bananas and an additional concert held at Truist Park. The increase for the six-month period, as compared to the corresponding period in the prior yearyear, period.is primarily due to events held at Truist Park, including the additional concert noted above as well as hosting one additional game for the Savannah Bananas.

Mixed-Use Development revenue. Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includesconsists of rental income and to a lesser extent, parking revenue and sponsorships. For the three and six months ended MarchJune 31,30, 2026, Mixed-Use Development revenue increased $7.7$3.6 million and $11.2 million, respectively, as compared to the corresponding period in the prior year, primarily due to a $5.0$2.5 million and $9.9 million increase in rental incomeincome, respectively, and a $2.5$0.9 million and $0.7 million increase in tenantparking recoveries.revenue, respectively. Increases in rental income and tenant recoveries for the three months ended MarchJune 31,30, 2026,2026 arewere primarily driven by a $1.6 million increase in tenant recoveries and a $0.8 million increase related to new lease agreements. Increases in rental income for the six months ended June 30, 2026 were primarily a result of the in-place leases associated with the Acquisition.

Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations. For the three and six months ended MarchJune 31,30, 2026, baseball operating expenses increased $7.9$41.2 million and $49.1 million, respectively, as compared to the corresponding period in the prior year, primarily due to a $3.8$25.2 million and $28.9 million increase in major league player salaries, respectively, a $3.0$10.1 million and $10.9 million increase in variable concession and retail operating expenses and a $0.6 million increase in other stadium operating costs due to the increase in the number of regular season home games during the current year period as compared to the prior year period, and a $0.7 million increase in broadcasting expenses associated with the production of BravesVision.BravesVision, These increases were partially offset byrespectively, a $1.5$6.3 million decreaseand $4.7 million increase in expenses for special events held at Truist Park.Park, respectively, a $4.6 million and $4.7 million increase in MLB’s revenue sharing plan and other shared expenses, respectively, and a $0.2 million and $1.1 million increase in variable retail operating expenses, respectively. These expenses were partially offset by a $2.0 million and $2.2 million decrease in minor league related expenses, respectively.

Mixed-Use Development costs. Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities. During the three and six months ended MarchJune 31,30, 2026, Mixed-Use Development costs increased $1.9$0.9 million and $2.8 million, respectively, as compared to the corresponding period in the prior year. Increases for the six months ended June 30, 2026, as compared to the corresponding period in the prior year were primarily as a result of increases in operating costs associated with the assets within the Acquisition.

Selling, general and administrative, excluding stock-based compensation. Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs. Selling, general and administrative expense increased $4.1$4.4 million and $8.5 million for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding period in the prior year. The increase isyear, primarily due to a $1.1$2.6 million and $3.4 million increase of salessales, marketing and marketingadministrative costs associated with theBravesVision, increase in the number of regular season home games played this year,respectively, a $1.0$0.8 million and $1.7 million increase of propertyother taxes, insurancesales and othermarketing professionalcosts, fees,respectively, and a $1.0$0.5 million and $1.3 million increase in personnel costs.costs, respectively.

Stock-based compensation. Stock-based compensation increased $3.9$4.2 million and $8.1 million for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding period in the prior year, primarily due to an increase in average outstanding awards.

Depreciation and amortization. Depreciation and amortization increased $3.9$2.2 million and $6.1 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding period in the prior year,year primarilydue to an increase in amortization expense related to amateur player acquisition rights. Additional increases in depreciation and amortization during the six months ended June 30, 2026 were due to certain real estate assets purchased as part of the Acquisition and various assets being placed into service in the prior year.Acquisition.

Operating income (loss). Operating income (loss) improveddecreased $3.2$60.3 million and $57.1 million during the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the corresponding period in the prior year, due to the above explanations.

Non-GAAP Adjusted OIBDA. To provide investors with additional information regarding the Company’s financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income (loss) plus stock-based compensation, depreciation and amortization, separately reported litigation settlements, restructuring, acquisition and impairment charges. However, our definition may vary from similarly titled measures used by other companies. Our chief operating decision maker and management team use this measure of I-27 performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by (used in) operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:

Consolidated Adjusted OIBDA improveddecreased $11.0$53.9 million and $42.9 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding period in the prior year.

Other, net. Other, net wasincome relativelydecreased flat$0.3 million during both the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding period in the prior year.year, primarily due to a decrease in interest income.

Income taxes. The Company’s tax provision benefit from income taxes decreasedincreased $2.3$13.5 million and $11.2 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding period in the prior year, primarily as a result of the improvementdecrease in pretax book income as compared to the three and six months ended MarchJune 31,30, 2025.

For the three and six months ended MarchJune 31,30, 2026 and 2025, our effective tax rate was affected by the unfavorable impact of certain non-deductible expenses, such as executive compensation.

Net earnings (loss). The Company had a net lossesloss of $40.4$12.1 million and $41.4net earnings of $29.5 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and net losses of $52.5 million and $11.9 million during the six months ended June 30, 2026 and 2025, respectively. The change in net earnings (loss) was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

As of MarchJune 31,30, 2026, the Company had $135.2$116.3 million of cash and cash equivalents. Substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

Braves Holdings is in compliance with all financial debt covenants as of MarchJune 31,30, 2026.

During the threesix months ended MarchJune 31,30, 2026 and 2025, the Company’s primary uses of cash were payments to certain players and other employees pursuant to long-term employment agreements, capital expenditures including acquisitions and debt service, funded primarily by cash from operations.operations and new borrowings.

In December 2013, a subsidiary of Braves Holdings executed various agreements to enter into MLB’s League Wide Credit Facility (the “LWCF”). Pursuant to the terms of a revolving credit agreement, Major League Baseball Trust may borrow from certain lenders, with Bank of America, N.A. acting as the administrative agent. Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs, including the Braves Club Trust (the “Club Trust”). The maximum amount available to the Club Trust under the LWCF was $125.0 million as of March 31, 2026, which remains undrawn. The commitment termination date of the revolving credit facility under the LWCF, which is the repayment date for all amounts borrowed under such revolving credit facility, is July 10, 2030. The availability to the Club Trust under the LWCF was $100.0 million, net of $50.0 million drawn as of June 30, 2026.

In December 2017, a subsidiary of Braves Holdings executed various agreements to enter into the MLB Facility Fund (the “MLBFF”). Pursuant to the terms of an indenture, a credit agreement and certain note purchase agreements, Major League Baseball Facility Fund, LLC may borrow from certain lenders. Major League Baseball Facility Fund, LLC then uses the proceeds of such borrowings to provide loans to each of the participating Clubs. Amounts advanced pursuant to the MLBFF are available to fund ballpark and other baseball-related real property improvements, renovations and/or new construction. In May 2021, Braves Facility Fund LLC (“Braves Facility Fund”) established a revolving credit commitment with Major League Baseball Facility Fund, LLC (the “MLB facility fund — revolver”). The commitment termination date, which is the repayment date for all amounts borrowed under the MLB facility fund — revolver, is July 10, 2030. The maximum amount available to Braves Facility Fund LLC under the MLB facility fund — revolver was $36.2$35.7 million as of MarchJune 31,30, 2026 and was fully drawn as of MarchJune 31,30, 2026.

A subsidiary of Braves Holdings is party to a Revolving Credit Agreement (the “TeamCo Revolver”), which provides revolving commitments of $150.0 million and matures in August 2029. The availability under the TeamCo Revolver as of MarchJune 31,30, 2026 was $140.0$105.0 million, net of $10.0$45.0 million drawn as of MarchJune 31,30, 2026.

Our critical accounting estimates are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2025 under “Critical Accounting Estimates.” There have been no significant changes in our critical accounting estimates during the threesix months ended MarchJune 31,30, 2026.