John C. Malone Exchanges Entire Series B Super-Voting Stake in Liberty Media

Executive Summary

On November 5, 2026, John C. Malone filed Amendment No. 11 to Schedule 13D disclosing that as of November 4, 2026, he ceased to be the beneficial owner of any shares of Series B Common Stock of Liberty Media Corporation (reducing his beneficial ownership from over 5% down to 0.0%).

Transaction Details & Mechanics

Pursuant to an Exchange Agreement entered into on November 4, 2026, between Liberty Media Corporation, Mr. Malone, and related entities (the "Malone Holders"):

1. Exchange of Series B Shares: The Malone Holders transferred an aggregate of 2,316,537 shares of Series B Common Stock to the Issuer.
2. Consideration Received: 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. Cancellation: The exchanged 2,316,537 Series B shares were immediately cancelled and retired by the Issuer.
4. Adjustment Shares: The Issuer additionally issued 12,298 shares of Series A Common Stock and 63,378 shares of Series C Common Stock to the John C. Malone 1995 Revocable Trust relating to previously exchangeable Series C shares.
5. Termination of Prior Agreement: Effective upon closing, the July 28, 2021 Existing Exchange Agreement (which capped Mr. Malone's voting control at 49% plus 0.5%) was formally terminated.

Strategic and Governance Implications

• Loss of Super-Voting Control: Series B shares typically carry 10 votes per share, conferring disproportionate voting control. By exchanging these shares for Series A (one vote per share) and Series C (non-voting) shares, Mr. Malone has fully divested his high-vote Series B holding, significantly reducing his voting concentration in Liberty Media.
• Capital Structure Simplification: Retiring over 2.3 million Series B shares reduces the multi-class voting overhang and collapses a substantial portion of the founder-level voting disparity.