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

Risks Relating to our Company,Corporate asHistory, aMacroeconomic WholeConditions and Industry

Our businesses attributed to the Formula One Group and the Liberty Live Group, such as Formula 1 and Live Nation, may not realize the benefits of acquisitions or other strategic investments and initiatives.

Our business strategy and that of our subsidiaries and business affiliates, including Formula 1 and Live Nation, may include selective acquisitions, other strategic investments and initiatives that allow them to expand their business. The success of any acquisition, including the acquisition of Dorna,MotoGP, depends upon effective integration and management of acquired businesses and assets into the acquirer’s operations, which is subject to risks and uncertainties, including the realization of the growth potential, any anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns and undisclosed or potential legal liabilities of acquired businesses or assets.

Weak and uncertain economic conditions may reduce consumer demand for products, services and events offered by our businesses attributed to each of our groups.businesses.

A weak or uncertain economy in the U.S. or,or in the case of the Formula One Group, globally,globally could adversely affect demand for our products, services and events. Economic tensions and changes in international trade policies, including, for example, the widespread tariffs announced by the U.S. on its major trading partners, higher tariffs on imported goods and materials and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), have increased inflationary cost pressures and recessionary fears. A substantial portion of our revenue is derived from I-16 discretionary spending by individuals, which typically falls during times of economic recession or instability. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Accordingly, the ability of our businesses attributed to each of our groups to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflation,inflationary pressures, which hashave significantlybeen risen,significant and remain significant, may increase operational costs, including labor costs, and elevated interest rates or furtherany future increases in interest rates in response to concerns about inflation may have the effect of further increasing economic I-15 uncertainty and heightening these risks. We currently are unable to predict the extent of any of these potential adverse effects.

Our Company has overlapping directors and management with QVC Group, Liberty BroadbandBroadband, GCI Liberty and TripCo,Liberty Live and overlapping management with Liberty Broadband, GCI Liberty and Liberty Live, which may lead to conflicting interests.

As a result of transactions between 2011 and 20142025 that resulted in the separate corporate existence of our Company, QVC Group, Liberty BroadbandBroadband, GCI Liberty and TripCo,Liberty allLive, or most of thecertain executive officers and directors of Libertyour Company also serve as executive officers and directors of QVC Group, Liberty BroadbandBroadband, GCI Liberty and TripCo,Liberty Live, and there are overlapping directors at each of QVC Group, Liberty Broadband and TripCo.Group. Our executive officers and members of Liberty’sour board of directors (the “Board of Directors”) have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at QVC Group, Liberty BroadbandBroadband, GCI Liberty or TripCoLiberty Live have fiduciary duties to that applicable company’s or companies’ stockholders. For example, there may be the potential for a conflict of interest when our Company, QVC Group, Liberty BroadbandBroadband, GCI Liberty or TripCoLiberty Live pursues acquisitions and other business opportunities that may be suitable for each of them. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Moreover, most of our Company’s directors and officers continue to own QVC Group, Liberty BroadbandBroadband, GCI Liberty and/or TripCoLiberty Live stock and options to purchase stock in those companies. These ownership interests could create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for our Company, QVC Group, Liberty BroadbandBroadband, GCI Liberty and/or TripCo.Liberty Live. Any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K under the Securities Act of 1933, as amended) is subject to review by an independent committee of the applicable issuer’s board of directors in accordance with its corporate governance guidelines. Each of Liberty BroadbandBroadband, GCI Liberty and TripCoLiberty Live has renounced its rights to certain business opportunities and its respective restated certificate of incorporation contains provisions deeming directors and officers not to be in breach of their fiduciary duties in certain cases for directingwhere a corporate opportunity is directed to another person or entity (including our Company, QVC Group, Liberty BroadbandBroadband, GCI Liberty and TripCoLiberty Live) instead of such company. Other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with QVC Group, Liberty Broadband, TripCoGCI Liberty, Liberty Live and/or their respective subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to our Company, QVC Group, Liberty Broadband, TripCoGCI Liberty, Liberty Live or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.

CertainBoth of our operating subsidiaries and business affiliates have operations outside of the U.S. that are subject to numerous operational risks.

CertainBoth of our operating subsidiaries and business affiliates have operations in countries other than the U.S. In many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the Foreign Corrupt Practices Act and similar laws. Although certain of our operating subsidiaries and business affiliates have undertaken compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource certain of their business operations, may take actions in violation of their policies and procedures. Any such violation, even if prohibited by the policies and procedures of these subsidiaries and business affiliates or the law, could have certain adverse effects on the financial condition and reputation of these subsidiaries and business affiliates.subsidiaries. Any failure by these subsidiaries and business affiliates to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.

To preserve the tax-free treatment of the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off, we may determine to forgo certain transactions that might have otherwise been advantageous to our Company, including certain asset dispositions or other strategic transactions for some period of time following the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off. In addition, our potential tax liabilities related to the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off might discourage, delay or prevent a change of control transaction for some period of time following the Liberty Sirius XM Holdings Split-Off and the Liberty Live Split-Off.

Cloud services, information systems and other technologies that we or our vendors or other partners use are critical to our business activities, and shutdowns or disruptions of, and cybersecurity threats and cybersecurity incidents on, such systems pose increasing risks. Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, have occurred in the past and may in the future affect the systems and services we utilize and could result in disruption of our services, 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 information systems. Further, the use of AI and machine learning by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our businesses’ vendors and other service providers. The techniques used to access, disable or degrade service or sabotage systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence and machine learning may intensify the risks of cybersecurity threats and cybersecurity incidents. While we and our vendors and partners continue to develop, implement and maintain security measures seeking to identify and mitigate the risks of cybersecurity threats and cybersecurity incidents, including unauthorized access or misuse, as discussed under Item 1C of this Annual Report on Form 10-K, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.

In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. Although no cybersecurity incident has been material to the Company’s businesses to date, we expect to continue to be subject to cybersecurity threats and cybersecurity incidents and there can be no assurance that we will not experience a material cybersecurity incident. In addition, third party service providers, such as telecommunications and cloud services providers, have been subject to increasing cyberattacks from state-sponsored threat actors that could materially impact our information systems and operations. Any cybersecurity incident could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue of Formula 1 and Live Nation,MotoGP, and the Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any cybersecurity incidents and claims, investigations, penalties, fines, damages or settlements arising from cybersecurity incidents. The Company may not have adequate insurance coverage to compensate it for any losses that may occur.

Formula 1 and Live NationMotoGP have been, and may in the future be, materially impacted by a pandemic or epidemic, such as COVID-19.

Although Formula 1 and Live NationMotoGP saw a return to normal business operations, schedules and events following the COVID-19 pandemic, it is unclear whether and to what extent a future pandemic or epidemic will impact the use of and/or demand for the entertainment, events and services provided by these businesses and demand for sponsorship and advertising assets. If these businesses face cancelled events, closed venues and reduced attendance, as was the result of the COVID-19 pandemic, the impact may substantially decrease our revenue. For example, due to the revenue reductions caused by COVID-19 in 2020 and 2021, these businesses looked to reduce expenses and they may not be able to reduce expenses to the same degree as any decline in revenue due to any future pandemic or epidemic, which may adversely affect our results of operations and cash flow.

In addition, our businesses are particularly sensitive to reductions in travel and discretionary consumer spending. We cannot predict the time period over which our businesses would be impacted by a future pandemic or epidemic. Over I-19 the long-term, a future pandemic or epidemic could impede economic activity in impacted regions or globally, causing a global recession, leading to a further decline in discretionary spending on sports and entertainment events and other leisure activities, which could result in long-term effects on our businesses.

Risks Relating to theOur Formula One GroupBusinesses

There could be a decline in the popularity of Formula 1,1 or MotoGP, which may have a material adverse effect on Formula 1’s1 or MotoGP’s ability to exploit its commercial rights to the WorldF1 Championship.Championship or the MotoGP Championship, respectively.

The success of Formula 1’s business1 and itsMotoGP’s businesses and their ability to profitably renew or enter into beneficial new commercial arrangements, including race promotion, media rights and sponsorship contracts, is largely dependent upon the continued popularity of the WorldF1 Championship.Championship and the MotoGP Championship, respectively. Similarly, the sponsorship and other revenue generation of the Formula 1 Teams and MotoGP Teams (together with the Formula 1 Teams, the “Teams”) are dependent on such continued popularity and, if such revenue decreased, it may impact their ability or willingness to continue participating in the WorldF1 Championship.Championship or MotoGP Championship, respectively. The popularity of Formula 1,1 and MotoGP globally and in particular countries and regions,regions may be influenced by competition from any rival championship and other forms of motor sport or similar entertainment whichthat challenge Formula 1’s1 positionand MotoGP’s respective positions and reputation as the pinnacle of their respective world motor sport,sports, the continued participation of the leading Teams, the perceived entertainment value of the WorldF1 Championship and the MotoGP Championship, changes in societal views on automobiles and motorcycles more generally and an unfavorable economic climate whichthat may discourage fans from attending Formula 1 Events and/or MotoGP Events (together with Formula 1 Events, “Events”) or make it more difficult to expand into new markets, all of which could change rapidly and cannot be predicted. See “—Rival-Rival motor sport events could be established involving existing Teams or different teams, or existing Teams may divert their resources to participate in another motor sport event, which could lead to fewer Teams and race circuits being involved in Formula 1,1 or MotoGP, or a Team’s primary engagement in motor sport being in another motor sport event, either of which could I-20 diminish the competitive position of Formula 1.1 and/or MotoGP.” Formula 1 and MotoGP also facesface stiff competition from other live sporting events, and with sporting events delivered over television networks, radio, the Internet and online services, mobile applications and other alternative sources, as well as from the availability of alternative forms of entertainment and leisure activities. Formula 1 competesand MotoGP each compete for attendance, viewership and advertising with a wide range of alternatives, such as top flight soccer leagues in many of its non-U.S. markets.alternatives. As a result of the large number of options available, Formula 1 facesand MotoGP face strong competition for the attention of sports fans.

Further, a scandal whichthat undermines the credibility of theeither sport, such as a race fixing scandal,scandal or accident could also impactadversely affect the popularity of Formula 1.1 or MotoGP. In particular regions, the popularity of the WorldF1 Championship and the MotoGP Championship varies depending upon the participation and performance of drivers/riders and Teams from that region. There is no assurance that Formula 1 or MotoGP will be able to compete effectively with other forms of sports or entertainment or that either the WorldF1 Championship or the MotoGP Championship will maintain its popularity either globally or in any particular country or region. Any decrease in the continued popularity of the WorldF1 Championship or the MotoGP Championship may affect Formula 1’s1 or MotoGP’s ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreementsagreements, which may materially and adversely affect Formula 1’s1 business,or MotoGP’s respective businesses, financial condition,conditions, results of operations and prospects, and in turn materially and adversely impactaffect the Formula One Group.Company.

Under the 100-Year Agreements, entered into by Formula 1 and the FIA in 2001, Formula 1 was granted an exclusive license with respect to all of the commercial rights to the WorldF1 Championship, including its trademarks. This license, which took effect on January 1, 2011 and will expire on December 31, 2110, maintains Formula 1’s exclusive commercial rights to the WorldF1 Championship which Formula 1 held under previous agreements with the FIA, among other things. The license under the 100-Year Agreements is critical to the ongoing operation of Formula 1’s business. Formula 1’s rights under these agreements can be terminated by the FIA if Formula 1 materially breaches the relevant agreements (with certain of such breaches subject to certain cure rights), undergoes an unpermitted change of control, I-19 interferes with certain of the FIA’s rights under the 100-Year Agreements or experiences certain insolvency events. If Formula 1’s license under the 100-Year Agreements was terminated in accordance with its terms or the FIA or another person successfully challenged the validity of that license (or the 100-Year Agreements as a whole), it could cause Formula 1 to discontinue its operations, lead to the termination of substantially all of Formula 1’s commercial contracts, prevent Formula 1 from exploiting the commercial rights to the WorldF1 Championship and require Formula 1 to discontinue use of the WorldF1 Championship trademarks and other intellectual property rights, which would materially and adversely impactaffect the Formula One Group.Company.

Formula 1 Teams may, in certain circumstances, terminate their existing commitment to participate in the WorldF1 Championship until (and including) 2025 or breach their obligations and withdraw.

Formula 1’s ability to effectively stage the WorldF1 Championship depends on the ongoing involvement of its participants. Pursuant to the 20212026 Concorde Commercial Agreement, each of the current 1011 Formula 1 Teams have I-21 committed to participate in the WorldF1 Championship until December 31, 2025,2030, subject to earlier termination upon the occurrence of certain events. Formula 1 cannot provide assurance that any of the Formula 1 Teams will commit to participate in the WorldF1 Championship beyond 2025,2030 on terms acceptable to Formula 1 or at all, or that the FIA will enter into a subsequent Concorde Governance Agreement beyond 2030.2030 on terms acceptable to Formula 1 or at all. If any of the currentFormula 1 Teams cease to participate in the WorldF1 Championship, Formula 1 may attempt to encourage new entrants to the WorldF1 Championship; however, there is no assurance Formula 1 will be ablesuccessful toin doattracting this.new entrants. If such departing Formula 1 Teams were not replaced, it couldwould result in fewer competitors in the WorldF1 Championship as compared to recent seasonsseasons, which may impact the perceived entertainment value of Events. In addition, any negotiation for an extension to the term of the Team Agreements or the Concorde Arrangements could result in less favorable terms to Formula 1.1 Events.

Even if a Formula 1 Team has committed to participate in the WorldF1 Championship it may be able to exercise termination rights under the 20212026 Concorde Commercial Agreement in certain circumstances and withdraw. For additional information regarding the 20212026 Concorde Commercial Agreement, see “Item 1. Business—Formula 1—Key Commercial Agreements—Key Provisions.”

A lesser number of teamsFormula 1 Teams may reduce the popularity of Formula 1 which may affect its ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1’s business, financial condition, results of operations and prospects, and in turn may materially and adversely impactaffect the Formula One Group.Company.

AnyA lesser number of teams may reduce the foregoingpopularity couldof MotoGP, which may affect its ability to enter into or renew race promotion, media rights, advertising, sponsorship or other commercial agreements, which may materially and adversely affect Formula 1’sMotoGP’s business, financial condition, results of operations and prospects, whichand in turn couldmay materially and adversely impactaffect the Formula One Group.Company.

WeFormula own1 controlling and non-controlling interests inis a broadwholly-owned range of media and entertainment companies. Our most significant operating subsidiary, Formula 1, is wholly-ownedsubsidiary and is also a reportable segment. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the Federation Internationale de l’Automobile (“FIA”) Formula One World Championship (asthe defined“F1 belowChampionship”), an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The WorldF1 Championship takes place on various circuits with a varying number of events (“Formula 1 Events”) taking place in different countries around the world each season. Formula 1 is responsible for the commercial exploitation and development of the WorldF1 Championship as well as various aspects of its management and administration.

Our “Corporate and Other” category includes our consolidated subsidiary QuintEvents, LLC (“QuintEvents”), corporate expenses and investments and related financial instruments in other public companies. Braves Holdings,QuintEvents, LLC ("Braves“QuintEvents”) Holdings"),was a consolidated subsidiary,subsidiary of the Company and was included in “Corporate and Other” prioruntil tothe Liberty Live Split-Off (defined below). Braves Holdings, LLC ("Braves Holdings") was a consolidated subsidiary of the Company and was included in “Corporate and Other” until the Atlanta Braves Holdings Split-Off (defined below).

The Company previously had a tracking stock structure. A tracking stock is a type of common stock that the issuing company intends to reflect or "“track"” the economic performance of a particular business or "“group,"” rather than the economic performance of the company as a whole. The Company completed the transactions disclosed below to separate certain collections of businesses, assets and liabilities into separate publicly traded companies.

On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks—Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remainingthen-remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”). As a result of the Reclassification, each then-outstanding share of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share II-3 of the corresponding series of Liberty Live common stock and each outstanding share of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock.

Each of the Atlanta Braves Holdings Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. In July 2024, the Internal Revenue Service (the “IRS”) completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction. The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.

On September 9, 2024, the Company completed the split-off (the “Liberty Sirius XM Holdings Split-Off”) of its wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”). The Liberty Sirius XM Holdings Split-Off was accomplished through the redemption by the Company of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares. Liberty Sirius XM Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Liberty Sirius XM Holdings Split-Off. The Liberty Sirius XM Holdings Split-Off was intended to be tax-free to holders of Liberty SiriusXM common stock (except with respect to cash received in lieu of fractional shares). Prior to the Reclassification, Liberty’s interest in Live Nation Entertainment, Inc. (“Live Nation”), Liberty’s 0.5% Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation were attributed to the Liberty SiriusXM Group. Liberty Sirius XM Holdings is presented as a discontinued operation in the accompanying consolidated financial statements.

Revenue. Our consolidated revenue increased $81$829 million for the year ended December 31, 2024,2025, as compared to the prior year, driven by an increaseincreases in Formula 1 revenue and revenue from QuintEvents,MotoGP, partiallywhich offsetwas by a decreaseacquired in BravesJuly Holdings revenue due to the Atlanta Braves Holdings Split-Off in 2023 and an increase in intergroup eliminations.2025. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1.1 and MotoGP.

Operating income. Our consolidated operating income increased $21$290 million for the year ended December 31, 2024,2025, as compared to the prior year, driven by an increase in Formula 1’s operating resultsincome, anda the Atlanta Braves Holdings Split-Offdecrease in 2023, partially offset by QuintEvents’ operating loss, largely driven by the goodwill impairment,impairment recorded during the year ended December 31, 2024, disclosed below.below, and the acquisition of MotoGP in July 2025. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1.1 and MotoGP.

Interest expense. Consolidated interestInterest expense decreasedincreased $11$41 million for the year ended December 31, 2024,2025, as compared to the prior year.year, Interest expense for the Braves Group decreased due to the Atlanta Braves Holdings Split-Off. Interest expense for the Liberty Live Group increasedprimarily due to an increase in the average amount of debt outstanding.outstanding, Certainpartially debtoffset wasby reattributeda fromdecrease in the Libertyinterest SiriusXMrate Groupon Formula 1’s Senior Loan Facilities (as defined in note 8 to the Libertyaccompanying Liveconsolidated Groupfinancial effective August 3, 2023. The interest related to such debt is reflected in interest expense for the Liberty SiriusXM Group prior to the Reclassification and in interest expense for the Liberty Live Group following the Reclassification.statements).

Except as discussed below, there have been no material changes in our risk factors from those disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, but for every reference to GCI Liberty now being considered as a reference to Liberty Capital, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q.

The following risk factorsfactor areis hereby replaced in theirits entirety as set forth below.

For additional risk factors, please see Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q, Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025. Any forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

The Company previously had a tracking stock structure. A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole. Following the Liberty Live Split-Off (as defined below) and the Reincorporation (as defined further below), the Company’s only remaining outstanding common stock is no longer a tracking stock.

On December 15, 2025, the Company completed the split-off (the “Liberty Live Split-Off”) of its wholly owned subsidiary, Liberty Live Holdings. Liberty Live Holdings was comprised of the businesses, assets and liabilities attributed I-29 to the Liberty Live Group, a tracking stock group. Immediately prior to the Liberty Live Split-Off, QuintEvents, certain private assets and approximately $172 million of cash were reattributed from Liberty’s other tracking stock group, the Liberty Formula One Group (the “Formula One Group”), to the Liberty Live Group in exchange for certain private assets. The Liberty Live Split-Off was intended to be tax-free to stockholders of the Company.

Prior to the Liberty Live Split-Off, the Formula One Group was primarily comprised of Liberty’s interests in Formula 1, MotoGP and QuintEvents, cash and Liberty’s 2.25% Convertible Senior Notes due 2027 (as defined in note 7 to the accompanying condensed consolidated financial statements). As previously disclosed, QuintEvents, certain private assets and approximately $172 million of cash were reattributed from the Formula One Group to the Liberty Live Group in exchange for certain other private assets immediately prior to the Liberty Live Split-Off. Following the Liberty Live Split-Off, the Company’s only remaining outstanding common stock, the Liberty Formula One common stock, is no longer a tracking stock.

Revenue. Our consolidated revenue increaseddecreased $264$407 million and $143 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year, driven by increasesdecreases in Formula 1 revenuerevenue, andpartially offset by revenue from MotoGP, which was acquired in July 2025. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1 and MotoGP.

Operating income (loss). Our consolidated operating results increaseddecreased $131$192 million and $61 million for the three and six months ended June 30, 2026, respectively, as compared to the corresponding periods in the prior year, primarily driven by decreases in Formula 1’s operating results, partially offset by operating income from MotoGP, which was acquired in July 2025. Corporate and other operating results decreased for the three months ended MarchJune 31,30, 2026, as compared to the corresponding period in the prior year, primarily driven by improvementsoperating income from QuintEvents in Formulathe 1’sprior I-26year period and corporate legal expenses in the current year period, partially offset by corporate acquisition costs incurred in the prior year period. Corporate and other operating results andimproved for the six months ended June 30, 2026, as compared to the corresponding period in the prior year, primarily driven by corporate acquisition costs incurred during the prior year period and operating losses from QuintEvents in the prior year period, partially offset by operatingcorporate losseslegal from MotoGP, which was acquiredexpenses in Julythe 2025.current year period. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1 and MotoGP.

Stock-based compensation. Stock-based compensation includes compensation related to options, stock appreciation rights, restricted stock units, performance-based restricted stock units and other stock-based awards granted to officers, employees, nonemployee directors and employees of our subsidiaries. We recorded $5$11 million and $2$8 million of stock-based compensation expense for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. As of MarchJune 31,30, 2026, the total unrecognized compensation cost related to unvested Liberty equity awards was approximately $54$51 million. Such amount will be recognized in our condensed consolidated statements of operations over a weighted average period of approximately 2.52.7 years.

Acquisition costs. The Company recorded $11$3 million and $14 million of costs related to the acquisition of MotoGP during the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Consolidated Adjusted OIBDA increaseddecreased $108$163 million and $55 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year, primarily due to increasesdecreases in Formula 1’s I-31 Adjusted OIBDA, partially offset by Adjusted OIBDA andfrom theMotoGP, acquisitionwhich ofwas MotoGPacquired in July 2025. See “Results of Operations—Businesses” below for a more complete discussion of the results of operations of Formula 1 and MotoGP.

Interest expense. Consolidated interest expense increased $20$19 million and $39 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year, primarily due to an increase in the average amount of debt outstanding, partially offset by a decrease in the interest rate on Formula 1’s Senior Loan Facilities (as defined in note 7 to the accompanying condensed consolidated financial statements).

Changes in unrealized gains (losses) on debt measured at fair value are due to market factors primarily driven by changes in the fair value of the underlying shares into which the debt is exchangeable.convertible. Changes in unrealized gains (losses) on foreign currency forward contracts are driven by changes in foreign currency exchange rates. Changes in realized and unrealized gains (losses) on interest rate swaps are driven by changes in the fair value of Formula 1’s interest rate swaps and the realized gains (losses) on Formula 1’s interest rate swaps.

Other, net. Other, net income decreased $26$54 million and $80 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year, primarily due to a decreasedecreases in interest incomeincome, gains on the disposition of assets recognized during the prior year periods and decreases in foreign currency exchange losses in the current period compared to foreign currency gains in the prior period.gains.

Net earnings (loss) from continuing operations. We had net earnings from continuing operations of $53$8 million and $17$61 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and net earnings from continuing operations of $386 million and $403 million for the three and six months ended June 30, 2025, respectively. The changes were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

As of MarchJune 31,30, 2026, substantially all of our cash and cash equivalents were 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.

As of MarchJune 31,30, 2026, Liberty's cash and cash equivalents were as follows (amounts in millions):

Cash held by each of Formula 1 and MotoGP is accessible by Liberty, except when restricted payment (“RP”) tests imposed by Formula 1 and MotoGP’s respective debt agreements are not met. Pursuant to the RP tests, Liberty does not have unlimited access to Formula 1 or MotoGP’s cash when Formula 1 or MotoGP’s respective leverage ratio exceeds a certain threshold. During the threesix months ended MarchJune 31,30, 2026, neither Formula 1 nor MotoGP made any distributions to Liberty. If distributions are made in the future, the RP test, pro forma for such distributions, would have to be met. Liberty believes that it currently has appropriate legal structures in place to repatriate foreign cash as tax efficiently as possible and meet the business needs of the Company.

Formula 1. Formula 1 is a global motorsports business that holds exclusive commercial rights with respect to the F1 Championship, an annual, approximately nine-month long, motor race-based competition in which teams compete for the Constructors' Championship and drivers compete for the Drivers' Championship. The F1 Championship takes place on various circuits throughout the world. Formula 1 derives its primary revenue from the commercial exploitation and development of the F1 Championship through a combination of race promotion, media rights and sponsorship arrangements. A significant majority of the race promotion, media rights and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. The 2025 F1 Championship calendar consisted of 24 Formula 1 Events. The 2026 F1 Championship calendar was originally scheduled to consist of 24 Formula 1 Events. However, as a result of the ongoing conflict in the Middle East, the Formula 1 Events in Bahrain and Saudi Arabia, both scheduled for April 2026, did not take placeplace. As of June 30, 2026, the calendar for 2026 was expected to consist of 22 Formula 1 Events and Formula 1’s operating results, and the application of its revenue and cost recognition policy, for the three and six months ended June 30, 2026 are based on such expectation. Subsequent to June 30, 2026, Formula 1 announced that Malaysia will host the Bahrain Grand Prix in October and the calendar for 2026 is now consistsexpected to consist of 2223 Formula 1 Events. TheIf 2025the F1conflict Championshipin the Middle East persists, additional calendar consistedchanges ofmay 24be Formula 1 Events.necessary.

Primary Formula 1 revenue increaseddecreased $177$410 million and $233 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year, due to the recognition of event-specific revenue from onefour additionaland three fewer Formula 1 EventEvents in the current periodyear andperiods, from contractual increases in fees.respectively. Media rights and sponsorship revenue both increaseddecreased during both the three and six months ended MarchJune 31,30, 2026 due to the impact of the calendar variance on revenue recognition (with 35/22nds of season-based fees recognized induring the currentthree periodmonths ended June 30, 2026 compared to 29/24ths in the prior year period). Sponsorship revenue also increased during the three months ended MarchJune 31,30, 2025 and 8/22nds of season-based fees recognized during the six months ended June 30, 2026 compared to 11/24ths during the six months ended June 30, 2025). Media rights revenue also decreased during the three and six months ended June 30, 2026 as compared to the corresponding periods in the prior year due to the recognition of one-time revenue associated with the release of the F1 movie during the three months ended June 30, 2025. The various decreases in primary revenue during both the three and six months ended June 30, 2026 were partially offset by contractual increases in fees across all primary revenue streams and revenue from new sponsors.

Other Formula 1 revenue increaseddecreased $37$52 million and $15 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year, primarily driven by onefour additionaland three fewer Formula 1 Event,Events in the current year periods, respectively, leading to increasesdecreases in hospitality,hospitality and freight and travel revenue. OtherThe decrease in other Formula 1 revenue during the six months ended June 30, 2026 was also increased due to higher hospitality revenue from growing attendance at Paddock Clubs and other new premium product offerings, growth in licensing income and growth from activities at Grand Prix Plaza in Las Vegas. These increases were partially offsetdriven by lower Formula 3 revenue drivendue byto the sale of new Formula 3 cars and associated parts at the beginning of the new Formula 3 vehicle cycle during the prior year period. The decreases in other Formula 1 revenue during the three and six months ended June 30, 2026, as compared to the corresponding periods in the prior year, were partially offset by higher hospitality revenue at recurring Formula 1 Events, growth in licensing income and growth from activities at Grand Prix Plaza in Las Vegas.

Cost of motorsport revenue increaseddecreased $118$251 million and $133 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year.

Team payments are recognized on a pro-rata basis across the Formula 1 Events of the F1 Championship calendar. Team payments increaseddecreased during the three and six months ended MarchJune 31,30, 2026 due to the pro rata recognition of expected team I-31 payments (i.e., 35/22nds of expected team payments recognized induring the currentthree periodmonths ended June 30, 2026 compared to 29/24ths induring the priorthree yearmonths periodended June 30, 2025 and 8/22nds of expected team payments recognized during the six months ended June 30, 2026 compared to 11/24ths during the six months ended June 30, 2025).

Selling, general and administrative expenses increased $9$11 million and $20 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in the prior year, due to zero foreign exchange impact in the current period compared to foreign exchange gains in the prior year period and higher personnel and information technology costs,costs. Cost increases during the six months ended June 30, 2026 were partially offset by higher marketing costs induring the priorsix yearmonths periodended June 30, 2025 driven by the 75th season launch event.

Concorde incentive payments represent one-time fees paid to the teams upon signing the 2026 Concorde Commercial Agreement. Such payments are excluded from Adjusted OIBDA for the threesix months ended MarchJune 31,30, 2025.

Stock-based compensation was relatively flat during the three and six months ended MarchJune 31,30, 2026 when compared to the corresponding periodperiods in the prior year.

Depreciation and amortization includes depreciation of property and equipment and amortization of intangible assets. Depreciation and amortization was relatively flat during the three and six months ended MarchJune 31,30, 2026, as compared to the corresponding periodperiods in the prior year.

Liberty acquired approximately 84% of the equity interests of MotoGP on July 3, 2025 and applied acquisition accounting and consolidated the results of MotoGP from that date. Although MotoGP’s results are only included in Liberty’s results beginning on July 3, 2025, we believe a discussion of MotoGP’s results for all periods presented promotes a better understanding of the overall results of its business. For comparison and discussion purposes, we are presenting the pro forma results of MotoGP for the three and six months ended MarchJune 31,30, 2025, inclusive of acquisition accounting adjustments, I-32 which primarily impact amortization expense. The pro forma financial information was prepared based on the historical financial information of MotoGP and assuming the acquisition of MotoGP took place on January 1, 2024. The acquisition price allocation related to the MotoGP acquisition is preliminary. Accordingly, the pro forma adjustments are based on thisthe preliminaryacquisition price allocation and have been made solely for the purpose of providing comparative pro forma financial information. The financial information below is presented for illustrative purposes only and does not purport to represent the actual results of operations of MotoGP had the acquisition occurred on January 1, 2024, or to project the results of operations of Liberty for any future periods. The pro forma adjustments are based on available information and certain assumptions that Liberty management believes are reasonable. The pro forma adjustments are directly attributable to the acquisition and are expected to have a continuing impact on the results of operations of Liberty.

MotoGP’s operating results as included in Liberty’s consolidated operating results for the three and six months ended MarchJune 31,30, 2026 and pro forma operating results for the three and six months ended MarchJune 31,30, 2025 were as follows:

Primary MotoGP revenue increaseddecreased $19$4 million during the three months ended MarchJune 31,30, 2026, as compared to pro forma primary MotoGP revenue in the corresponding period in the prior year, primarily due to decreased contractual media rights fees and decreased title sponsor fees related to a different mix of MotoGP events, partially offset by a favorable change in currency exchange rates and increased race promotion fees related to a different mix of MotoGP Events,Events. Primary MotoGP revenue increased sponsorship$15 feesmillion relatedduring the six months ended June 30, 2026, as compared to tracksidepro advertisingforma andprimary newMotoGP sponsorsrevenue andin the corresponding period in the prior year, primarily due to a favorable change in currency exchange rates, increased race promotion fees related to a different mix of MotoGP Events and increased sponsorship fees associated with both new sponsors and contractual uplifts, partially offset by a reduction indecreased contractual media rights fees.fees and decreased title sponsor fees related to a different mix of MotoGP Events.

Other MotoGP revenue was relatively flat during both the three and six months ended MarchJune 31,30, 2026, as compared to pro forma other MotoGP revenue in the corresponding periodperiods in the prior year.

In describing MotoGP’s operating results, the term “currency exchange rates” refers to the foreign currency exchange rates MotoGP uses to convert the operating results for countries where the functional currency is not the U.S. dollar. MotoGP calculates the effect of changes in currency exchange rates as the difference between current period activity translated using the prior period's currency exchange rates. MotoGP refers to the results of this calculation as the impact of currency exchange rate fluctuations. Constant currency operating results, a non-GAAP measure, refers to operating results without the impact of currency exchange rate fluctuations. The disclosure of results in constant currency permits investors to better understand MotoGP’s underlying performance without the effects of currency exchange rate fluctuations.

For the three months ended MarchJune 31,30, 2026, motorsport revenue haddecreased 4.6% on a constant currency growth rate of 12.5%basis versus a 1.7% decrease in U.S. dollar growth rate of 25.3%,dollars, the difference of which is attributable to the weakening of the U.S. dollar to the Euro. For the six months ended June 30, 2026, motorsport revenue had a constant currency growth rate of 0.9% versus a U.S. dollar growth rate of 6.5%, the difference of which is attributable to the weakening of the U.S. dollar to the Euro.

Selling, general and administrative expenses include personnel costs, legal, professional and other advisory fees, bad debt expense, rental expense, information technology costs, insurance premiums, maintenance and utility costs and other general office administration costs. Selling, general and administrative expenses were flat and increased $4 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to pro forma selling, general and administrative expenses in the corresponding periodperiods in the prior year,year. The increase for the six months ended June 30, 2026 was primarily due to an unfavorable change in currency exchange rates.

Depreciation and amortization includes depreciation of property and equipment and amortization of intangible assets. Depreciation and amortization increased $6$2 million and $8 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to pro forma depreciation and amortization in the corresponding periodperiods in the prior year, primarily due to an unfavorable change in currency exchange rates.