Liberty Live Holdings, Inc. (LLYVK)

Liberty Media Corporation, through its subsidiaries, is primarily engaged in the motorsport and live entertainment industries with events held worldwide and operations primarily headquartered in the United Kingdom and Spain. The most significant subsidiaries include Delta Topco Limited (the parent company of Formula 1) and MotoGP Sports Entertainment Group, S.L. (MotoGP). The F1 Championship, which has been held every year since 1950, is a global series with a varying number of events taking place in different countries around the world each season. In 2025, 24 Formula 1 Events took place in 21 countries across Europe, Asia-Pacific, the Middle East and North and South America. The MotoGP Championship has been held every year since 1949 and is a global series with a varying number of events taking place in different countries around the world each season. In 2025, 22 MotoGP Events took place in 18 countries across Europe, Asia-Pacific, Australia the Middle East and North and South America. The F1 Championship and the MotoGP Championship compete with many alternative forms of entertainment, such as other sporting and live events, for television and online viewership, live event attendance and advertising and media rights opportunities. For example, Formula 1 and MotoGP compete for media rights and advertising opportunities with many forms of audio visual entertainment, other global and regional sports rights holders such as the Olympic Games, FIFA World Cup, Champions League, La Liga and Premier League, among many others.

Formula 1 holds the exclusive commercial rights with respect to the FIA Formula One World Championship. MotoGP holds the exclusive commercial rights with respect to the FIM Grand Prix World Championship. The F1 Championship was followed by hundreds of millions of television viewers in approximately 200 territories and the largest Formula 1 Events have hosted live audiences in excess of 450,000 on race weekends. The MotoGP Championship was followed by hundreds of millions of television viewers in approximately 200 territories and MotoGP Events hosted cumulative live audiences of over 3.6 million across the season. In 2025, Formula 1 held over 50 broadcast agreements worldwide, including several multi-territory contracts spanning both free-to-air and pay-television platforms. Its principal broadcasters included beIN Sports across Asia, the Middle East and North Africa; Canal+ in France; DAZN in Spain and d/b/a Fox Sports in Australia; ESPN in the U.S. and Latin America; Sky in the U.K., Germany and Italy; Viaplay across the Nordics and the Netherlands; and SuperSport across Sub-Saharan Africa. In 2025, MotoGP had 19 free-to-air television agreements and 45 pay television agreements, including multi-territory agreements, covering both free-to-air and pay television. MotoGP's key broadcasters include DAZN (pay television) in Spain and d/b/a Fox Sports (free to air) in Australia, Sky Italia (pay television) in Italy, Canal+ (pay television) in France, TNT Sports (pay television) in the U.K., SPOTV (pay television) and Trans7 (free-to-air) in Indonesia, Ziggo Sport (pay television) in the Netherlands and ServusTV (free-to-air) in Austria.

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. MotoGP derives its primary revenue from the commercial exploitation and development of the MotoGP Championship through a combination of media rights, race promotion and sponsorship arrangements. A significant majority of the media rights, race promotion and sponsorship contracts specify payments in advance and annual increases in the fees payable over the course of the contracts. Formula 1 also generates revenue from a variety of other sources, including the operation of the Formula 1 Paddock Club hospitality program, freight, logistical and travel related services for the Formula 1 Teams and other third parties, the F2 and F3 race series, F1 Academy, various television production and post-production activities, digital and social media activities and revenue from other licensing of the commercial rights associated with the Formula 1 brand. MotoGP also generates revenue from a variety of other sources, including the operation of the MotoGP hospitality program, logistical and travel related services for the MotoGP Teams and other third parties, the WorldSBK, Moto2 and Moto3 race series, the WorldWCR and other various junior motorcycle racing championships, various television production and post-production activities, digital and social media activities and revenue from other licensing of the commercial rights associated with the MotoGP brand.

For Formula 1, race promotion revenue comprised 26.7%, 29.3% and 29.3% of Formula 1's total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Media rights revenue comprised 31.3%, 32.8% and 32.2% of Formula 1's total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Sponsorship revenue comprised 21.7%, 18.6% and 18.0% of Formula 1's total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Formula 1 grants to race promoters the rights to host, stage and promote each Formula 1 Event pursuant to contracts that typically have an initial term of three to seven years. These contracts may allow for flat fees over the term, but more typically they include annual fee escalators over the life of the contract, which are typically based on annual movement in a selected consumer price index or fixed percentages of up to 5% per year. Contracts with broadcasters typically have a term of three to five years. Advertiser and sponsor contracts typically have a term of three to five years (but may on occasion be of longer duration). In 2025, 2024 and 2023, the Las Vegas Grand Prix was the only Formula 1 Event that was directly promoted by Formula 1, and as a result, Formula 1 was responsible for the development and operation of the circuit and paddock facilities. Revenue from the sale of grandstand and general access tickets is included in Race Promotion revenue. Formula 1 also generates revenue from facilitating the shipment of cars and equipment to and from events outside of Europe, revenue from the sale of tickets to the Paddock Club at most Formula 1 Events, support races at Formula 1 Events, various television production activities and other ancillary operations. Other revenue also includes the sale of hospitality tickets for the Las Vegas Grand Prix.

For MotoGP, media rights revenue comprised 41.2% and 44.5% of MotoGP's total revenue for the years ended December 31, 2025 and 2024, respectively. Race promotion revenue comprised 33.7% and 28.6% of MotoGP's total revenue for the years ended December 31, 2025 and 2024, respectively. Sponsorship revenue comprised 12.7% and 13.3% of MotoGP's total revenue for the years ended December 31, 2025 and 2024, respectively. MotoGP grants to race promoters the rights to host, stage and promote each MotoGP Event pursuant to contracts that typically have an initial term of five to ten years. These contracts may allow for flat fees over the term, but more typically they include annual fee escalators over the life of the contract, which are typically based on annual movement in a selected consumer price index or fixed percentages. Contracts with broadcasters typically have a term of three to five years. Advertiser and sponsor contracts typically have a term of one to five years. The remainder of MotoGP's revenue is typically from other motorcycle racing championships, including WorldSBK, hospitality (inclusive of the sale of tickets to the MotoGP VIP Village and MotoGP Premier hospitality programs at most MotoGP Events) and other licensing opportunities.

On July 3, 2025, the Company acquired approximately 84% of the equity interests in MotoGP for a preliminary purchase price of approximately $3,659 million (approximately €3,122 million) ¹. On December 15, 2025, the Company completed the split-off (the Liberty Live Split-Off) of its wholly owned subsidiary, Liberty Live Holdings, Inc. Immediately prior to the Liberty Live Split-Off, 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 private assets ². 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. 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 ³. On July 18, 2023, the Company completed the split-off (the Atlanta Braves Holdings Split-Off) of its wholly owned subsidiary, Atlanta Braves Holdings, Inc. 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. 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 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 ⁴. In November 2019, our board of directors authorized the repurchase of $1 billion of the Company's common stock ⁵. In May 2022, our board of directors authorized the repurchase of an additional $1 billion of the Company's common stock ⁶. As of December 31, 2025, approximately $1.1 billion was available for future share repurchases under our share repurchase program ⁷. During the year ended December 31, 2025, Formula 1 distributed $2.5 billion to Liberty and the RP test was met, pro forma for such distribution ⁸.

Consolidated revenue increased $829 million for the year ended December 31, 2025, as compared to the prior year, driven by increases in Formula 1 revenue and revenue from MotoGP, which was acquired in July 2025 ⁹. Consolidated operating income increased $290 million for the year ended December 31, 2025, as compared to the prior year ¹⁰. Consolidated Adjusted OIBDA increased $294 million for the year ended December 31, 2025, as compared to the prior year, primarily due to an increase in Formula 1 Adjusted OIBDA and the acquisition of MotoGP in July 2025 ¹¹. Net earnings from continuing operations were $596 million and net losses from continuing operations were $44 million for the years ended December 31, 2025 and 2024, respectively ¹². Net earnings attributable to Liberty stockholders were $555 million, compared to net losses of $2,063 million for the year ended December 31, 2024 ¹³.

Formula 1's goal is to continue scaling and broadening the successful global reach and widespread appeal of the F1 Championship in order to maximize financial performance of the business and the overall value of Formula 1 as a sport. Key factors of this strategy include maximizing the value of Formula 1's commercial rights by leveraging high demand and positive competitive tension for Formula 1 Events to ensure the quality and value of every race slot, maximizing media rights across markets, including through collaboration with new distribution partners to engage consumers in new and unique ways, continuing to grow sponsorship revenue by creating value for global and regional partners through the optimization of physical, virtual and experiential assets on and off the track, evolving Formula 1's hospitality and experience business to continue providing best-in-class Paddock Club experiences, together with new premium offerings, and deepening fan engagement and cultural relevance through licensing arrangements with the world's most beloved brands. Formula 1 also aims to augment its diverse and valuable fanbase by expanding the ways in which it interacts with fans driving deeper fan engagement and enhancing access to monetizable fan data, continuing to improve on-track competition and enhance the value of the participating Formula 1 Teams, and improving the environmental and social impact of Formula 1 and its related activities by delivering Net Zero by 2030, leaving a legacy of positive change wherever it races, and building a more diverse and inclusive sport.

MotoGP's goal is to strengthen brand awareness, increase global reach, expand the fan base and continue to scale the monetization of the business. Key factors of this strategy include growing MotoGP in markets where it is not traditionally present and expanding global cultural relevance, including through better storytelling of the sport, MotoGP Teams and riders, maximizing the value of MotoGP's commercial rights by leveraging improved brand awareness to, among other things, enhance demand for media rights, increase interest in and competition for race slots and attract a broader array of partners to expand sponsorship revenue opportunities, transforming races to attract and engage fans through enhancing onsite fan experience, elevating global standards of event production and strengthening circuit collaboration with promoters, innovating the sport to ensure MotoGP maintains its on-track competitive balance and safety levels and continues to engage and excite fans, cultivating a sustainable pipeline of future athlete talent to diversify riders outside of Spain/Italy and raising rider profiles to increase their global relevance, and enhancing the environmental and social impact of MotoGP through a dual approach focused on collaboration with local promoters to implement sustainable event management practices and provide benefit to local communities and collaboration with manufacturers and partners to develop market-ready solutions for sustainability and road safety.

The filing does not contain specific margin trajectory, cost structure evolution, or efficiency or restructuring targets with exact figures.

The filing does not contain specific operational outlook details regarding supply chain posture, manufacturing capacity, technology infrastructure investments, or headcount and workforce strategy.

As of December 31, 2025, approximately $1.1 billion was available for future share repurchases under our share repurchase program . The Company does not presently intend to pay cash dividends on its common stock for the foreseeable future. The filing does not provide specific R&D spending levels or capital expenditure plans for the upcoming period.

A weak or uncertain economy in the U.S. or globally could adversely affect demand for products, services and events. A substantial portion of revenue is derived from discretionary spending by individuals, which typically falls during times of economic recession or instability. Inflationary pressures, which have been significant and remain significant, may increase operational costs, including labor costs, and elevated interest rates or any future increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. 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 have increased inflationary cost pressures and recessionary fears.

The operations and business of Formula 1 and MotoGP are subject to European and national competition laws which require Formula 1 and MotoGP at all times to ensure its business practices and agreements are consistent with the operation of competitive markets. Following an investigation by the European Commission into the commercialization of Formula 1 and related agreements in 1999, Formula 1 modified certain of its business practices and changed the terms of a number of its commercial contracts. Comfort letters are not binding on the E.C. and if it believes that there has been a material change in circumstances, further enforcement action could be taken. MotoGP's operations, including the planning, promotion, and execution of MotoGP Events and other events, are subject to extensive regulation in the countries and jurisdictions in which it operates.

Management's message emphasizes the completion of significant strategic transactions, including the acquisition of MotoGP and the split-offs of the Liberty Sirius XM Holdings and Liberty Live Holdings, which have reshaped the company into a pure-play motorsport and live entertainment business. The strategic priorities for the period ahead focus on scaling and broadening the global reach of the F1 Championship and MotoGP Championship to maximize financial performance. For Formula 1, key priorities include maximizing the value of commercial rights through race promotion, media rights, and sponsorship, augmenting the fanbase, improving on-track competition, and delivering Net Zero by 2030. For MotoGP, key priorities include strengthening brand awareness, increasing global reach, expanding the fan base, and scaling monetization of the business.

For the year ended December 31, 2025, total consolidated revenue was $4,482 million, compared to $3,653 million for the year ended December 31, 2024 ¹⁵. Net earnings from continuing operations were $596 million for 2025, compared to net losses from continuing operations of $44 million for 2024 . Diluted net earnings from continuing operations attributable to Liberty stockholders per common share for Series A, B and C Liberty Formula One common stock was $2.17 for 2025, compared to a loss of $0.13 for 2024 ¹⁶. Operating income was $577 million for 2025, compared to $287 million for 2024 ¹⁷. Consolidated Adjusted OIBDA was $1,068 million for 2025, compared to $774 million for 2024 ¹⁸. Net cash provided by operating activities from continuing operations was $908 million for 2025, compared to $567 million for 2024 ¹⁹. As of December 31, 2025, total cash and cash equivalents were $1,055 million, compared to $2,631 million as of December 31, 2024 ²⁰. Total debt was $5,100 million as of December 31, 2025 ($52 million current portion and $5,048 million long-term), compared to $2,992 million as of December 31, 2024 ($26 million current portion and $2,966 million long-term) ²¹. For the Formula 1 segment, total motorsport revenue was $3,873 million for 2025, compared to $3,411 million for 2024 ²². Formula 1 operating income was $632 million for 2025, compared to $492 million for 2024 ²³. For the MotoGP segment, total motorsport revenue was $325 million for the period from July 3, 2025 through December 31, 2025 ²⁴. MotoGP operating income was $38 million for the same period ²⁵. The Company recorded $27 million and $32 million of acquisition costs, primarily related to MotoGP, during the years ended December 31, 2025 and 2024, respectively ²⁶. QuintEvents recognized a goodwill impairment loss of $73 million during the year ended December 31, 2024 ²⁷. Interest expense increased $41 million for the year ended December 31, 2025, as compared to 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 ²⁸.

The success of Formula 1 and MotoGP's businesses is largely dependent upon the continued popularity of the F1 Championship and the MotoGP Championship, respectively, and a decline in popularity could materially and adversely affect their ability to enter into or renew commercial agreements. Formula 1's rights under the 100-Year Agreements can be terminated by the FIA if Formula 1 materially breaches the agreements, undergoes an unpermitted change of control, or experiences certain insolvency events, which could cause Formula 1 to discontinue its operations. MotoGP's rights under the FIM Agreement can be terminated by the FIM if MotoGP materially breaches the agreements or undergoes an unpermitted change of control, which could cause MotoGP to discontinue its operations. Formula 1 Teams may, in certain circumstances, terminate their existing commitment to participate in the F1 Championship, and a lesser number of teams could reduce the popularity of Formula 1. As of December 31, 2025, the Company had approximately $499 million principal amount of corporate-level debt outstanding, consisting of $475 million outstanding under its 2.25% Convertible Senior Notes due 2027 and $24 million of other obligations ¹⁴. The Company's ability to meet its financial obligations will depend on its ability to access cash, and its ability to receive dividends or payments from its businesses depends on their operating results and the terms of their own indebtedness, which restrict sales of assets and prohibit or limit the payment of dividends.