Liberty Media Corp

Liberty Media Corporation, through its subsidiaries, is primarily engaged in the motorsport and live entertainment industries, with global events and operations primarily headquartered in the United Kingdom and Spain. The company has undergone significant corporate restructuring, transitioning from a tracking stock structure to a single class of common stock, Liberty Formula One common stock, following a series of split-offs. Notably, the Atlanta Braves Holdings Split-Off occurred on July 18, 2023, the Liberty Sirius XM Holdings Split-Off on September 9, 2024, and the Liberty Live Split-Off on December 15, 2025. The company's most significant subsidiaries are Formula 1 and MotoGP Sports Entertainment Group, S.L. ("MotoGP") ¹.

Formula 1 holds exclusive commercial rights to the Fédération Internationale de l'Automobile (FIA) Formula One World Championship, an annual nine-month motor race-based competition. In 2025, 24 Formula 1 Events took place in 21 countries, attracting hundreds of millions of television viewers in approximately 200 territories and live audiences exceeding 450,000 at the largest events ². Formula 1 is responsible for commercial exploitation, development, coordination with the FIA, Formula 1 Teams, race promoters, media organizations, advertisers, and sponsors. It also handles filming, technical support, international television feed production, and logistics. Additionally, Formula 1 has exclusive rights to promote and commercially exploit the F2 and F3 series through 2041 and launched F1 Academy in 2023 to develop young female drivers ³.

MotoGP holds exclusive commercial rights to the Fédération Internationale de Motocyclisme (FIM) Grand Prix World Championship, the premier class of motorcycle racing, which includes MotoGP, Moto2, and Moto3 classes, as well as other FIM sanctioned series like WorldSBK and WorldWCR. The MotoGP Championship is an annual, approximately nine-month long competition. In 2025, 22 MotoGP Events took place in 18 countries, followed by hundreds of millions of television viewers in approximately 200 territories and cumulative live audiences exceeding 3.6 million ⁴. MotoGP is responsible for commercial exploitation, development, and coordination with the FIM, International Road-Racing Teams Association (IRTA), Motorcycle Sports Manufacturers Association (MSMA), race promoters, media organizations, advertisers, and sponsors. It also handles filming, technical support, international television feed production, and logistics for overseas events ⁵.

Formula 1 derives its primary revenue from race promotion, media rights, and sponsorship arrangements, with a significant majority of contracts specifying advance payments and annual increases. In 2025, race promotion revenue comprised 26.7% ⁶, media rights revenue 31.3% ⁷, and sponsorship revenue 21.7% ⁸ of Formula 1's total revenue. Other revenue sources include the Paddock Club hospitality program, freight, logistical and travel services, F2 and F3 series, F1 Academy, television production, digital and social media activities, and licensing ⁹. MotoGP's primary revenue also comes from media rights, race promotion, and sponsorship arrangements, with contracts typically including advance payments and annual increases. In 2025, media rights revenue comprised 41.2% ¹⁰, race promotion revenue 33.7% ¹¹, and sponsorship revenue 12.7% ¹² of MotoGP's total revenue. Other revenue includes other motorcycle racing championships (e.g., WorldSBK), hospitality (VIP Village, MotoGP Premier), and licensing ¹³.

For the fiscal year ended December 31, 2025, Liberty Media Corporation reported total consolidated revenue of $4,482 million ¹⁴, an increase of $829 million ¹⁵ from the prior year. Consolidated operating income increased by $290 million ¹⁶ to $577 million ¹⁷. Net earnings from continuing operations were $596 million ¹⁸, compared to net losses of $44 million ¹⁹ in 2024. Basic net earnings from continuing operations attributable to Liberty Formula One common stock were $2.41 per share ²⁰, and diluted net earnings were $2.17 per share ²¹. The company's cash and cash equivalents totaled $1,055 million ²² as of December 31, 2025. Total long-term debt, including amounts measured at fair value, was $5,048 million ²³ as of December 31, 2025, with a current portion of debt of $52 million ²⁴.

Comparing 2025 to 2024, Formula 1 revenue increased by $462 million ²⁵ to $3,873 million ²⁶, driven by a $329 million ²⁷ increase in primary revenue and a $133 million ²⁸ increase in other revenue. MotoGP, acquired in July 2025, contributed $325 million ²⁹ in revenue for the period of consolidation. Formula 1's operating income increased from $492 million ³⁰ in 2024 to $632 million ³¹ in 2025. Consolidated Adjusted OIBDA increased by $294 million ³² to $1,068 million ³³, primarily due to Formula 1's performance and the MotoGP acquisition. Interest expense increased by $41 million ³⁴ to $249 million ³⁵, mainly due to higher average debt outstanding. Realized and unrealized gains on financial instruments, net, shifted from a loss of $139 million ³⁶ in 2024 to a gain of $288 million ³⁷ in 2025, largely due to foreign currency forward contracts.

A significant operational development during the period was the acquisition of approximately 84% of MotoGP's equity interests on July 3, 2025, for a preliminary purchase price of approximately $3,659 million ³⁸. This acquisition was funded with cash on hand and $1.0 billion ³⁹ in borrowings under Formula 1's Senior Loan Facilities. Immediately prior to the Liberty Live Split-Off on December 15, 2025, QuintEvents, certain private assets, and approximately $172 million ⁴⁰ of cash were reattributed from the Formula One Group to the Liberty Live Group ⁴¹. Formula 1 also paid a one-time total of $50 million ⁴² to the 10 teams competing in the F1 Championship in March 2025 as an incentive for signing the 2026 Concorde Commercial Agreement ⁴³.

Liberty Media Corporation's strategic outlook is centered on scaling and broadening the global reach and appeal of its motorsport businesses, Formula 1 and MotoGP, to maximize financial performance and overall sport value. For Formula 1, the strategy involves maximizing the value of its commercial rights by leveraging high demand and competitive tension for Formula 1 Events to ensure quality and value of race slots, maximizing media rights through new distribution partners to engage consumers, and growing sponsorship revenue by optimizing physical, virtual, and experiential assets ⁴⁴. Formula 1 also plans to evolve its hospitality and experience business to provide best-in-class Paddock Club experiences and new premium offerings, and deepen fan engagement through licensing arrangements with global brands ⁴⁵.

A key growth vector for Formula 1 is the continued improvement of on-track competition and enhancement of the value of participating Formula 1 Teams ⁴⁶. The company also aims to improve its environmental and social impact by delivering Net Zero by 2030, leaving a legacy of positive change, and building a more diverse and inclusive sport ⁴⁷. For MotoGP, the strategy focuses on strengthening brand awareness, increasing global reach, expanding the fan base, and scaling monetization. This includes growing MotoGP in new markets and expanding global cultural relevance through better storytelling of the sport, teams, and riders ⁴⁸.

MotoGP plans to maximize the value of its commercial rights by leveraging improved brand awareness to enhance demand for media rights, increase interest and competition for race slots, and attract a broader array of partners to expand sponsorship revenue opportunities ⁴⁹. The company also intends to transform races to attract and engage fans by enhancing onsite fan experience, elevating global standards of event production, and strengthening circuit collaboration with promoters ⁵⁰. Innovation in the sport is also a focus to maintain on-track competitive balance and safety levels, and continue to engage and excite fans ⁵¹. Furthermore, MotoGP aims to cultivate a sustainable pipeline of future athlete talent to diversify riders outside of Spain/Italy and raise rider profiles to increase their global relevance ⁵². The company is also committed to enhancing its environmental and social impact through collaboration with local promoters for sustainable event management and community benefit, and with manufacturers and partners for sustainability and road safety solutions ⁵³.

Regarding operational outlook, Formula 1's operating results are generally lower during the first quarter compared to the rest of the year due to the timing of events ⁵⁴. MotoGP also recognizes the majority of its revenue and expenses in connection with events generally between February and November, leading to lower revenue and expenses in the first and fourth quarters compared to the second and third quarters ⁵⁵. The company expects to fund its projected uses of cash, including investments in new or existing businesses and debt service, with available cash balances, cash generated by operating activities of subsidiaries, proceeds from asset sales, monetization of its investment portfolio, borrowings under debt instruments, equity issuances, and dividend and interest receipts ⁵⁶. Formula 1's uses of cash are expected to be capital expenditures and debt service payments, funded by cash on hand and operations ⁵⁷. MotoGP's uses of cash are expected to be debt service payments, funded by cash on hand and operations ⁵⁸.

The company believes its available sources of liquidity are sufficient to cover projected future uses of cash ⁵⁹. For the next five years, annual principal maturities of outstanding debt obligations are projected as $52 million in 2026 ⁶⁰, $558 million in 2027 ⁶¹, $84 million in 2028 ⁶², $643 million in 2029 ⁶³, and $195 million in 2030 ⁶⁴. Motorsport agreement obligations are $165 million in 2026 ⁶⁵, $165 million in 2027 ⁶⁶, $168 million in 2028 ⁶⁷, and $2,380 million after 5 years ⁶⁸. Interest payments are projected as $241 million in 2026 ⁶⁹, $472 million in 2027 ⁷⁰, $391 million in 2028 ⁷¹, and $170 million after 5 years ⁷². Operating lease obligations are $5 million in 2026 ⁷³, $5 million in 2027 ⁷⁴, $5 million in 2028 ⁷⁵, $4 million in 2029 ⁷⁶, $3 million in 2030 ⁷⁷, and $5 million thereafter ⁷⁸. Short-term leases are $16 million in 2026 ⁷⁹, $16 million in 2027 ⁸⁰, and $14 million in 2028 ⁸¹.

Liberty Media Corporation faces several material risks. Weak and uncertain economic conditions, including inflationary pressures and elevated interest rates, could reduce consumer discretionary spending on live entertainment and sporting events, adversely affecting revenue and increasing operational costs ⁸². Overlapping directors and management with QVC Group, Liberty Broadband, GCI Liberty, and Liberty Live could lead to conflicts of interest in pursuing business opportunities ⁸³. The company may be subject to significant tax liabilities if the Liberty Sirius XM Holdings Split-Off and/or the Liberty Live Split-Off do not qualify as tax-free transactions under Section 355 and Section 368(a)(1)(D) of the Code, or if a prohibited change in ownership occurs under Section 355(e) ⁸⁴. The degradation, failure, or misuse of information systems due to cybersecurity threats could disrupt services, lead to improper loss or disclosure of data, and result in increased costs, liabilities, or revenue loss ⁸⁵. Future pandemics or epidemics could impact demand for entertainment, events, and services, leading to cancelled events, closed venues, reduced attendance, and decreased revenue, which may not be offset by expense reductions ⁸⁶. There is a risk of decline in the popularity of Formula 1 or MotoGP due to competition from rival championships, other forms of entertainment, changes in societal views, or scandals, which could adversely affect commercial agreements and team participation ⁸⁷. The 100-Year Agreements for Formula 1 and the FIM Agreement for MotoGP are critical to operations, and their termination due to material breach, unpermitted change of control, or interference with FIA/FIM rights could cause the businesses to discontinue operations ⁸⁸. Formula 1 Teams may terminate their commitment to participate in the F1 Championship beyond 2030, and MotoGP Teams beyond 2026, which could reduce the number of competitors and impact entertainment value ⁸⁹. The FIA and FIM, as governing bodies, may take actions that conflict with Formula 1's or MotoGP's commercial interests, such as imposing safety regulations, withholding approvals, or failing to consent to changes, which could adversely impact operations and revenue ⁹⁰. Formula 1 and MotoGP may be subject to enforcement actions under competition laws, potentially leading to unenforceability or modification of commercial contracts, damages, or other sanctions ⁹¹. The inability to renew, replace, or renegotiate race promotion, media rights, or sponsorship contracts on favorable terms could result in event cancellations, reduced fees, or less favorable contractual terms ⁹². Non-performance by counterparties to key commercial contracts, especially those with governments or agencies, poses credit-related losses, exacerbated by an appreciation of the U.S. dollar or Euro against local currencies ⁹³. Challenges by tax authorities in various jurisdictions or changes in tax laws, such as the OECD's "Two Pillar" approach, could lead to additional tax liabilities and penalties or higher effective tax rates ⁹⁴. Difficulties in expanding into new markets, including attracting race promoters or obtaining necessary approvals, could limit growth ⁹⁵. Changes in laws and regulations regarding advertising, media rights, and the environment could reduce sponsorship or media rights revenue, or even lead to bans on motorsport ⁹⁶. Events beyond control, such as natural disasters, geopolitical conflicts, or disease outbreaks, could cause event cancellations or postponements, leading to revenue loss not covered by insurance ⁹⁷. Racing accidents or terrorist acts during events could cause uninsured losses, disrupt events, and damage reputation ⁹⁸. The establishment of rival motor sport events could diminish the competitive position of Formula 1 and/or MotoGP ⁹⁹. Changes in consumer viewing habits and new content distribution platforms could decrease viewership and reduce the value of media rights and sponsorship contracts ¹⁰⁰. Disclosure or leakage of confidential business information could harm relationships with counterparties and teams, resulting in less favorable commercial contracts ¹⁰¹. Reliance on trademarks, copyrights, and intellectual property is crucial, and widespread piracy or illegal streaming could lead to lost revenue and reduced media rights value ¹⁰². Processing, storing, and sharing personal data is subject to evolving governmental regulations (e.g., GDPR, CCPA), conflicting legal requirements, and differing privacy views, which could result in liabilities, fines, or limits on data use ¹⁰³. Covenants in Formula 1's and MotoGP's credit facilities restrict financial and operating flexibility, limiting actions like incurring additional debt, paying dividends, or selling assets ¹⁰⁴. Variable rate indebtedness exposes Formula 1 and MotoGP to interest rate risk, potentially increasing debt service obligations ¹⁰⁵. Fluctuations in the value of the U.S. dollar and/or Euro against functional currencies of businesses and counterparties could adversely affect profitability ¹⁰⁶. Formula 1 Teams have certain governance rights under the 2026 Concorde Commercial Agreement that may limit or influence actions Formula 1 seeks to take ¹⁰⁷. The company's multi-series stock structure may depress trading prices or lead to negative commentary from stockholder advisory firms ¹⁰⁸. The market price of common stock may be volatile due to various factors, including operating results, acquisitions, and analyst estimates ¹⁰⁹. The company does not intend to pay cash dividends in the foreseeable future, making capital appreciation the sole source of gain for stockholders ¹¹⁰. Insider transactions could depress the market price of common stock ¹¹¹. Certain provisions in the company's Charter and bylaws, including a multi-series capital structure and staggered board terms, may discourage or delay a change in control ¹¹². John C. Malone's beneficial ownership of approximately 49% of the aggregate voting power as of January 31, 2026, allows him to influence significant corporate actions, and his voting power could exceed a majority ¹¹³.

Management's message to shareholders emphasizes a commitment to protecting the security and integrity of the company's systems, networks, databases, and applications, implementing processes to prevent, assess, identify, and manage material cybersecurity risks ¹¹⁴. The company's cybersecurity risk management program is designed and assessed based on recognized frameworks, including the National Institute of Standards and Technology Cybersecurity Framework ¹¹⁵. Management relies on a multidisciplinary team, including information security, legal, accounting, internal audit, risk management, and third-party consultants, to identify, assess, and manage cybersecurity threats ¹¹⁶. The company has cybersecurity incident response frameworks in place at the corporate level, Formula 1, and MotoGP to ensure timely and accurate identification, resolution, and reporting of cybersecurity incidents ¹¹⁷. Management also highlights a third-party risk management program to evaluate the cybersecurity practices of higher-risk vendors ¹¹⁸. As of the date of the 10-K, management is not aware of any cybersecurity risks that have materially affected or are reasonably likely to materially affect the business strategy, results of operations, or financial condition ¹¹⁹. The Board of Directors has overall responsibility for risk oversight, delegating primary enterprise risk oversight, including privacy and cybersecurity, to the Audit Committee, which receives quarterly updates ¹²⁰. The Information Security Steering Committee, composed of executives from Legal, Accounting, Internal Audit and Risk Management, Cybersecurity, and Technology departments, has management oversight responsibility for assessing and managing technology and operational risk ¹²¹. Formula 1's Head of Information Security and Director of IT, and MotoGP's Cybersecurity Manager, Director of IT, and Head of Technology, are responsible for day-to-day cybersecurity oversight and reporting ¹²². Liberty and Formula 1 have also established a Risk and Compliance Committee to oversee corporate compliance initiatives, including cybersecurity ¹²³. The management team's experience includes diverse backgrounds in telecom, technology, media, sports, and other industries, with decades of cybersecurity experience ¹²⁴.