John C. Malone Reduces Beneficial Stake in Liberty Media Below 5%

Executive Summary

On November 5, 2026, John C. Malone filed Amendment No. 11 to Schedule 13D disclosing a significant corporate capital restructuring in Liberty Media Corp (CIK: 0001560385). Following the consummation of an Exchange Agreement dated November 4, 2026, Mr. Malone ceased to be the beneficial owner of more than 5% of the Issuer's Series A Common Stock, decreasing his beneficial ownership percentage from 9.7% to 3.5%.

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Key Transaction Details

• Date of Event: November 4, 2026
• Class of Security: Series A Common Stock, par value $0.01 per share
• Shares Beneficially Owned After Transactions: 855,770 shares
• Ownership Percentage: 3.5% (calculated based on 24,605,658 total outstanding Series A shares)
• Voting & Dispositive Power:
  • Sole Voting / Dispositive Power: 848,704 shares
  • Shared Voting / Dispositive Power: 7,066 shares (held in trusts for adult children with right of substitution)

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Terms of the Exchange Agreement

Under the newly executed Exchange Agreement between Liberty Media Corp and the Malone Holders:

1. Retirement of Series B Shares: The Malone Holders transferred an aggregate of 2,316,537 shares of Series B Common Stock to the Issuer, which were subsequently cancelled and retired.
2. Issuance of Series A and Series C Shares: In exchange, the Issuer issued to the Malone Holders:
   • 602,302 shares of Series A Common Stock
   • 5,420,699 shares of Series C Common Stock
3. Adjustment Shares: Immediately following the exchange, an additional 12,298 shares of Series A Common Stock and 63,378 shares of Series C Common Stock were issued to the JM Revocable Trust regarding previously exchangeable shares.
4. Termination of 2021 Agreement: The Existing Exchange Agreement dated July 28, 2021—which capped aggregate voting power at approximately 49% plus 0.5% through reverse exchange mechanisms—was formally terminated by mutual consent.

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Market and Governance Implications

• Elimination of Super-Voting Control: The surrender and cancellation of over 2.31 million high-voting Series B shares significantly streamlines Liberty Media's equity structure and reduces concentration of voting control.
• Decline Below 5% Reporting Threshold: Mr. Malone's dilution below the 5% threshold in Series A equity ends active Schedule 13D disclosure obligations for this class unless his stake crosses above 5% again in the future.