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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of
earliest event reported): December 14, 2025
LIBERTY
MEDIA CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware | |
001-35707 | |
37-1699499 |
(State or other jurisdiction of
incorporation) | |
(Commission
File Number) | |
(IRS Employer
Identification No.) |
12300
Liberty Blvd.
Englewood,
Colorado 80112
(Address of principal executive offices and zip
code)
Registrant's telephone number, including area
code: (720) 875-5400
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading Symbols |
Name
of each exchange on which
registered |
| Series
A Liberty Formula One Common Stock |
FWONA |
The
Nasdaq Stock Market LLC |
| Series
C Liberty Formula One Common Stock |
FWONK |
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
The information contained in Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 15, 2025 at 4:05 p.m., New York
City time (the “Effective Time”), Liberty Media Corporation (the “Company”) completed its previously
announced split-off (the “Split-Off”) of its former wholly owned subsidiary Liberty Live Holdings, Inc. (“Liberty
Live Holdings”).
The Split-Off was accomplished by a redemption
by the Company of each outstanding share of its Liberty Live common stock, par value $0.01 per share, in exchange for one share of the
corresponding series of Liberty Live Group common stock, par value $0.01 per share, of Liberty Live Holdings. As a result of the Split-Off,
Liberty Live Holdings is now an independent, publicly traded company and its businesses, assets and liabilities consist of those businesses,
assets and liabilities previously attributed to the Company’s Liberty Live Group as of immediately prior to the Split-Off.
In connection with the Split-Off, the following
agreements were entered into by the Company (the “Split-Off Agreements”):
| · | the Reorganization Agreement, dated as of December 14, 2025, by and
between the Company and Liberty Live Holdings, which provides for, among other things, the principal corporate transactions required to
effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between the Company and Liberty Live
Holdings with respect to and resulting from the Split-Off; |
| · | the Tax Sharing Agreement, dated as of December 15, 2025, by and between
the Company and Liberty Live Holdings, which governs the allocation of taxes, tax benefits, tax items and tax-related losses between the
Company and Liberty Live Holdings; |
| · | the Services Agreement, dated as of December 15, 2025, by and between
the Company and Liberty Live Holdings, which governs the provision by the Company to Liberty Live Holdings of specified services and benefits
following the Split-Off; |
| · | the Facilities Sharing Agreement, dated as of December 15, 2025, by
and among the Company, Liberty Live Holdings, Liberty Property Holdings, Inc. (a subsidiary of the Company), Liberty Tower, Inc.
(a subsidiary of the Company) and Liberty Centennial Holdings, Inc. (a subsidiary of the Company), pursuant to which, among other
things, Liberty Live Holdings will share office facilities with the Company located at 12300 Liberty Boulevard, Englewood, Colorado; and |
| · | the Aircraft Time Sharing Agreement, dated as of December 15, 2025,
by and between the Company and Liberty Live Holdings, which governs the lease by the Company of its aircraft to Liberty Live Holdings
and the provision of a fully qualified flight crew for all operations on a periodic, non-exclusive time sharing basis. |
In addition to the Split-Off Agreements and in
connection with the Split-Off, the Company also entered into that certain New Holder Assignment and Assumption Agreement, dated as of
December 15, 2025, with Liberty Live Holdings and Live Nation Entertainment, Inc. (“Live Nation”) (the “New
Holder Assignment and Assumption Agreement”), which provides for the Company’s assignment and transfer of, and the assumption
by Liberty Live Holdings of, the Company’s rights, benefits, liabilities and obligations under that certain Stockholder Agreement,
dated as of February 10, 2009, by and among Live Nation, the Company and certain other parties thereto. Further, in connection with
the New Holder Assignment and Assumption Agreement, the Company also entered into that certain Assignment and Assumption Agreement, dated
as of December 15, 2025, with Liberty Live Holdings and Live Nation, which provides for the Company’s assignment and transfer
of, and the assumption by Liberty Live Holdings of, the Company’s rights, benefits, liabilities and obligations under that certain
Registration Rights Agreement, dated as of January 25, 2010, by and among Live Nation, the Company and certain other parties thereto.
The section of the Company’s definitive proxy
statement filed on November 4, 2025 with the Securities and Exchange Commission, entitled “Certain Relationships and Related
Party Transactions—Agreements Relating to the Split-Off,” which describes the material terms of the Split-Off Agreements,
is incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Split-Off
Agreements and New Holder Assignment and Assumption Agreement, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively,
to this Current Report on Form 8-K.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On December 15, 2025, the Company notified
Nasdaq of the completion of the Split-Off and requested that its Liberty Live common stock, which traded under the symbols “LLYVA”
and “LLYVK”, be delisted from Nasdaq effective on December 15, 2025 following the Effective Time. The Company also requested
that Nasdaq file a notification of removal from listing and/or registration of the Company’s Liberty Live common stock on Form 25
under Section 12(b) of the Securities and Exchange Act of 1934, as amended, with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On December 15, 2025, the Company and Liberty
Live issued a joint press release announcing the completion of the Split-Off. The full text of the press release is filed as Exhibit 99.1
and is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure
requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 8.01. Other Events.
As previously disclosed in the Company’s
Current Report on Form 8-K filed on December 8, 2025 with the Securities and Exchange Commission, at approximately 8:00 a.m.,
New York City time, on December 15, 2025, the Company completed the reattribution of certain assets and liabilities between the Formula
One Group and the Liberty Live Group.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The Split-Off constituted a significant disposition
and as a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with
Article 11 of Regulation S-X.
The following unaudited pro forma financial information
of the Company is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:
| · | Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2025
(unaudited). |
| · | Pro Forma Condensed Consolidated Statement of Operations for the nine months
ended September 30, 2025 (unaudited). |
| · | Pro Forma Consolidated Statement of Operations for the year ended December 31,
2024 (unaudited). |
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Reorganization Agreement, dated as of December 14, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 10.1 |
|
Tax Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 10.2 |
|
Services Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 10.3 |
|
Facilities Sharing Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc., Liberty Property Holdings, Inc., Liberty Tower, Inc. and Liberty Centennial Holdings, Inc. |
| 10.4 |
|
Aircraft Time Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. |
| 10.5 |
|
New Holder Assignment and Assumption Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc. and Live Nation Entertainment, Inc. |
| 99.1 |
|
Joint Press Release, dated December 15, 2025 |
| 99.2 |
|
Pro Forma Condensed Consolidated Financial Statements (unaudited) |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: December 15, 2025
| |
LIBERTY MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/ Brittany A. Uthoff |
| |
|
Name: |
Brittany A. Uthoff |
| |
|
Title: |
Vice President and Assistant Secretary |
