Liberty Media entered into an exchange agreement

Item 1.01 Entry into a Material Definitive Agreement.

Exchange Agreement

On November 4, 2026, Liberty Media Corporation (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with John C. Malone, a significant stockholder of the Company, and certain related entities (the "Malone Holders"). Pursuant to the Exchange Agreement, the Malone

Holders transferred to the Company an aggregate of 2,316,537 shares of Series B Common Stock of the Company, par value $0.01 per share (the "Series B Common Stock"), and, in exchange therefor (the "Exchange"), the Company issued to the Malone Holders an aggregate of 602,302 shares of Series A Common Stock of the Company, par value $0.01 per share (the "Series A Common Stock"), and 5,420,699 shares of Series C Common Stock of the Company, par value $0.01 per share (the "Series C Common Stock" and, together with the Series A Common Stock and the Series B Common Stock, the "Common Stock"). The shares of Series B Common¹

Stock transferred to the Company in the Exchange were cancelled and retired¹. Immediately following the Exchange, the Company issued to a revocable trust of which Dr. Malone is the sole trustee and beneficiary (the "JM Trust") an additional 12,298 shares of Series A Common Stock and 63,378 shares of Series C Common Stock² (collectively, the "Adjustment Shares") with respect to the 47,297 shares of Series C Common Stock held by the JM Trust that were exchangeable into Series B Common Stock in certain circumstances under the Existing Exchange Agreement³ (as defined below). Those 47,297 shares of Series C Common Stock remain outstanding and were retained by the JM Trust. The Exchange and the issuance of the Adjustment Shares were completed concurrently with execution of the Exchange Agreement.

The Exchange Agreement and the transactions contemplated thereby were approved by a special committee (the "Special Committee") of the Company's Board of Directors⁴ (the "Board") consisting solely of disinterested and independent directors for purposes of Nevada law, advised by its own independent financial and legal advisors.

The Exchange Agreement contains representations and warranties of certain parties thereto that are customary for a transaction of this type. The Exchange Agreement also provides for, among other things, (i) a commitment by the Company to provide, for five years following the closing of the Exchange, certain specified benefits to Dr. Malone and, as applicable, his spouse and eligible dependents, (ii) subject to specified exceptions and limitations, indemnification by the Company of each of the Malone Holders and certain related persons for certain losses to the extent arising out of the Exchange

Agreement, the Exchange or the issuance of the Adjustment Shares, and (iii) a mutual release of claims to the extent arising out of the Exchange Agreement, the Exchange or the issuance of the Adjustment Shares. Effective immediately following the Exchange, the issuance of the Adjustment Shares and the termination of the Existing Exchange Agreement, Dr. Malone ceased to hold the title of Chairman Emeritus of the Company, and his employment agreement was amended to provide that he will serve the Company as Senior Advisor.

Except as so amended, his employment agreement remains in effect. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Rights Agreement

On November 4, 2026, the Board, acting on the recommendation of the Special Committee, declared a dividend of (i) one preferred share purchase right (a "Series A Right") for each outstanding share of Series A Common Stock, (ii) one preferred share purchase right (a "Series B Right") for each outstanding share of Series B Common Stock and (iii) one preferred share purchase right (a "Series C Right⁵" and, together with each Series A Right and Series B Right, each a "Right") for each outstanding share of Series C Common Stock, in each case, to purchase from the Company one ten-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock"), at a price of $426.00 per one ten-thousandth of a share of Preferred Stock⁶ (the "Purchase Price"), subject to adjustment as provided in the Rights Agreement (as defined below). The dividend is payable to stockholders of record at the close of business on November 16, 2026 (the "Record Date")⁷. The description and terms of the Rights are set forth in a Rights

Agreement, dated as of November 4, 2026 (as the same may be amended from time to time, the "Rights Agreement"), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent.

By adopting the Rights Agreement, the Board, acting on the recommendation of the Special Committee, is seeking to allow stockholders of the Company to realize the long-term value of their investments by reducing the likelihood that any person or group would gain control of the Company through open market accumulation of shares of Common Stock, or other coercive takeover tactics, without appropriately compensating the Company's stockholders for such control or providing the Board with sufficient time to make informed judgments. The Rights Agreement is intended to protect the Company and its stockholders from efforts to capitalize on market volatility and macroeconomic conditions to obtain control of the Company on terms that the Board may determine are not in the interests of the Company and its stockholders. The Rights may cause substantial dilution to any person or group that attempts to acquire the Company without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other busi

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under "Exchange

Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Exchange Agreement, dated as of July 28, 2021, by and among the Company, John C. Malone and the John C. Malone 1995 Revocable Trust (the "Existing Exchange Agreement") was terminated immediately following the issuance of the Adjustment Shares⁸ at the closing thereof, other than certain provisions that survive in accordance with the terms of the Exchange Agreement⁹. The terms of the Existing Exchange Agreement were previously disclosed under Item 1.01 of the Company's¹⁰

Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 30, 2021¹⁰, which disclosure is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under "Exchange

Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The shares of Series A Common Stock and Series C

Common Stock issued by the Company to the Malone Holders pursuant to the Exchange Agreement have not been registered under the Securities

Act of 1933, as amended (the "Securities Act"), and have been issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act. Each Malone Holder receiving shares of Series A Common Stock or Series C

Common Stock pursuant to the Exchange Agreement represented in the Exchange Agreement that such holder (i) is receiving such shares for such holder's own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act, (ii) is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and (iii) can bear the economic risk and complete loss of such holder's investment in such shares, and has such knowledge and experience in financial or business matters that such holder is capable of evaluating the merits and risks of such investment.