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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): August 10, 2026
LIBERTY
MEDIA CORPORATION
(Exact name of registrant
as specified in its charter)
| Nevada | |
001-35707 | |
37-1699499 |
(State or other jurisdiction of
incorporation or organization) | |
(Commission
File Number) | |
(I.R.S. 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 Symbol |
Name
of each exchange on which registered |
| Series
A Common Stock |
FWONA |
The
Nasdaq Stock Market LLC |
| Series
C 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 7.01. Regulation FD Disclosure.
On August 10, 2026, Liberty Media Corporation
(the “Company”) announced the proposed offering of $600 million aggregate principal amount of convertible senior notes due
2032 (the “Notes”) pursuant to Rule 144A under the Securities Act of 1933, as amended.
This Item 7.01 and the press release furnished
herewith 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
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated
August 10, 2026 |
| 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: August 10, 2026
| |
LIBERTY MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/ Brittany A. Uthoff |
| |
|
Name: |
Brittany A. Uthoff |
| |
|
Title: |
Vice President and Assistant Secretary |
Exhibit 99.1
August 10, 2026
Liberty Media Corporation Proposes Private Offering
of Convertible Senior Notes
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Media Corporation (“Liberty
Media”) (Nasdaq: FWONA, FWONK) announced today that it intends to offer $600 million aggregate principal amount of convertible senior
notes (the “Notes”) in a private offering. Liberty Media also expects to grant the initial purchasers of the Notes an option
to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $90
million principal amount of Notes.
The Notes will be convertible into cash, shares of Liberty Media’s
Series C common stock (“FWONK”) or a combination thereof, at Liberty Media’s election. The Notes will be senior, unsecured
obligations of Liberty Media, and interest will be payable semi-annually in arrears. The interest rate, initial conversion rate and other
terms of the Notes will be determined at the time of pricing of the offering.
Liberty Media expects to use the net proceeds of the offering to enter
into capped call transactions related to its 2.25% Convertible Senior Notes due 2027 (the “2027 Notes”) and for working capital
and general corporate purposes, including the repayment of the 2027 Notes.
The Notes (and any shares of FWONK issuable on conversion of the Notes)
will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and,
unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered by means of an
offering memorandum solely to “Qualified Institutional Buyers” pursuant to, and as that term is defined in, Rule 144A of the
Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities
nor shall there be any sale of any of these securities in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state.
About Liberty Media Corporation
Liberty Media Corporation (Nasdaq: FWONA, FWONK) operates and owns
interests in media, sports and entertainment businesses. The portfolio of assets includes Liberty Media’s subsidiaries Formula 1,
MotoGP and other minority investments.
Liberty Media Corporation
Hooper Stevens, +1 720-875-5406
