[8-K] Liberty Media Corp Reports Material Event

Rhea-AI Filing Summary

Liberty Media Corporation announced that John C. Malone will step down as Chairman and as a director effective December 31, 2025, and will become Chairman Emeritus on January 1, 2026. Vice Chairman Robert R. Bennett will assume the role of Chairman effective January 1, 2026.

Following Mr. Malone’s resignation, the Executive Committee will comprise Robert R. Bennett, Derek Chang and Chase Carey. The Board approved a reduction in the size of the Nominating and Corporate Governance Committee to two members—M. Ian G. Gilchrist and Andrea L. Wong—with Ms. Wong as chair, effective January 1, 2026. The Board will be reduced from nine to eight directors on that date; Class III will have two directors, and Classes I and II will have three each. The company stated Mr. Malone’s decision was not due to any disagreement.

Insights

Corporate governance analyst

Orderly leadership transition with defined committee and board changes.

Liberty Media outlines a planned succession: John C. Malone transitions to Chairman Emeritus on January 1, 2026, while Robert R. Bennett becomes Chairman. This preserves institutional continuity by retaining Malone in an advisory role.

Committee adjustments are specified: the Executive Committee will include Bennett, Derek Chang, and Chase Carey. The Nominating and Corporate Governance Committee will have two members—M. Ian G. Gilchrist and Andrea L. Wong, with Wong as chair—effective January 1, 2026.

The Board size will shift from nine to eight directors, with Class III at two directors and Classes I and II at three each. The company states Malone’s decision was not due to any disagreement, supporting a neutral read-through on governance stability.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): October 27, 2025

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LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-35707	37-1699499
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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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:

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Title of each class	Trading Symbol	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
Series A Liberty Live Common Stock	LLYVA	The Nasdaq Stock Market LLC
Series C Liberty Live Common Stock	LLYVK	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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On October 27, 2025, John C. Malone, Chairman of the Board and a member of the Board of Directors (the “Board”) of Liberty Media Corporation (“Liberty Media” or the “Company”), notified the Company that, effective  December 31, 2025, he will be stepping down from these roles and will transition to the role of Chairman Emeritus of the Company effective January 1, 2026.  Liberty Media’s Vice Chairman of the Board, Robert R. Bennett, will assume the role of Chairman of the Board of the Company effective January 1, 2026.  

In connection with Mr. Malone’s resignation from the Board, Mr. Malone will also resign as a member of the Executive Committee of the Board.  Following Mr. Malone’s resignation, the Executive Committee of the Board will be comprised of Mr. Bennett, Derek Chang and Chase Carey.  Additionally, in connection with Mr. Bennett’s appointment as Chairman of the Board, the Board approved a decrease in the size of the Nominating and Corporate Governance Committee of the Board to two members effective January 1, 2026, such that its members will be M. Ian G. Gilchrist and Andrea L. Wong, with Ms. Wong serving as the chair of the Nominating and Corporate Governance Committee of the Board.

Mr. Malone currently serves as a Class III director.  As a result of Mr. Malone’s resignation, the Board has approved a reduction in the size of the Board from nine directors to eight directors, to become effective January 1, 2026 (the “board size reduction”).  As a result of and effective upon the board size reduction, Class III of the Board will consist of two directors and each of Class I and II will consist of three directors. Mr. Malone’s decision to retire as a director of the Company is not the result of any dispute or disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

Item 7.01. Regulation FD Disclosure.

On October 29, 2025, Liberty Media issued a press release regarding Mr. Malone’s transition described in Item 5.02 above.

This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

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Exhibit No.		Description
99.1	​	Press Release, dated October 29, 2025.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

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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.

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Date: October 29, 2025

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​	LIBERTY MEDIA CORPORATION
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​	By:	/s/ Brittany A. Uthoff
​	​	Name: Brittany A. Uthoff
​	​	Title: Vice President and Assistant Secretary

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FAQ

What did Liberty Media (FWONA) announce regarding leadership?

John C. Malone will step down as Chairman and director on December 31, 2025 and become Chairman Emeritus on January 1, 2026.

Who will become Chairman of Liberty Media (FWONA)?

Robert R. Bennett, currently Vice Chairman, will become Chairman effective January 1, 2026.

How is the Board size changing at Liberty Media (FWONA)?

The Board will be reduced from nine to eight directors effective January 1, 2026.

Were there any disagreements leading to John C. Malone’s resignation?

The company stated Mr. Malone’s decision was not due to any disagreement regarding operations, policies, or practices.

What changes were made to Board committees at Liberty Media?

The Executive Committee will include Bennett, Chang, and Carey. The Nominating and Corporate Governance Committee will have Gilchrist and Wong (chair) effective January 1, 2026.

Did Liberty Media issue a press release about the transition?

Yes. A press release dated October 29, 2025 was furnished as Exhibit 99.1.