Âé¶čapp

(3) Tracking Stocks

A tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole.

On July 18, 2023, the Company completed the split-off of its wholly owned subsidiary, Atlanta Braves Holdings (the “Atlanta Braves Holdings Split-Off”). The Atlanta Braves Holdings Split-Off was accomplished by a redemption by the Company of each outstanding share of Âé¶čapp Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. Atlanta Braves Holdings is comprised of the businesses, assets and liabilities attributed to the Âé¶čapp Braves Group (the “Braves Group”) immediately prior to the Atlanta Braves Holdings Split-Off, except for the intergroup interests in the Braves Group attributed to the Âé¶čapp SiriusXM Group and Âé¶čapp Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off.

On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks — Âé¶čapp SiriusXM common stock, Âé¶čapp Formula One common stock and Âé¶čapp Live common stock, and, in

connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created Âé¶čapp SiriusXM Group, Formula One Group and Âé¶čapp Live Group (the “Reclassification”). As a result of the Reclassification, each then-outstanding share of Âé¶čapp SiriusXM common stock was reclassified into one share of the corresponding series of new Âé¶čapp SiriusXM common stock and 0.2500 of a share of the corresponding series of Âé¶čapp Live common stock and each outstanding share of Âé¶čapp Formula One common stock was reclassified into one share of the corresponding series of new Âé¶čapp Formula One common stock and 0.0428 of a share of the corresponding series of Âé¶čapp Live common stock.

Each of the Atlanta Braves Holdings Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. In July 2024, the IRS completed its review of the Reclassification and notified the Company that it agreed with the nontaxable characterization of the transaction. In September 2024, the IRS completed its review of the Atlanta Braves Holdings Split-Off and notified the Company that it agreed with the nontaxable characterization of the transaction. The Atlanta Braves Holdings Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.

While the Formula One Group and the Âé¶čapp Live Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking stock have no direct claim to the group's stock or assets and therefore, do not own, by virtue of their ownership of a Âé¶čapp tracking stock, any equity or voting interest in a public company, such as Live Nation, in which Âé¶čapp holds an interest that is attributed to a Âé¶čapp tracking stock group, the Âé¶čapp Live Group. Holders of tracking stock are also not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

The Âé¶čapp Formula One common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which as of September 30, 2024, include Âé¶čapp’s interests in Formula 1 and QuintEvents, cash and Âé¶čapp’s 2.25% Convertible Senior Notes due 2027. As of September 30, 2024, the Formula One Group had cash and cash equivalents of approximately $2,666 million, which included $1,449 million of subsidiary cash.

The Âé¶čapp Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Âé¶čapp Live Group. As of September 30, 2024, the Âé¶čapp Live Group is comprised of Âé¶čapp’s interest in Live Nation, cash, other minority investments, Âé¶čapp’s 0.5% Exchangeable Senior Debentures due 2050, Âé¶čapp’s 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan.

Prior to the Âé¶čapp Sirius XM Holdings Split-Off, the Âé¶čapp SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Âé¶čapp SiriusXM Group. At the time of the Âé¶čapp Sirius XM Holdings Split-Off, the Âé¶čapp SiriusXM Group was comprised of Âé¶čapp’s interest in Sirius XM Holdings, corporate cash, Âé¶čapp’s 3.75% Convertible Senior Notes due 2028, Âé¶čapp’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of Âé¶čapp. As disclosed in note 1, Âé¶čapp Sirius XM Holdings is presented as a discontinued operation in the Company’s condensed consolidated financial statements. Prior to the Reclassification, Âé¶čapp’s interest in Live Nation, Âé¶čapp’s 0.5% Exchangeable Senior Debentures due 2050 and a margin loan secured by shares of Live Nation (the “Live Nation Margin Loan”) were attributed to the Âé¶čapp SiriusXM Group and are presented as continuing operations in the Company’s condensed consolidated financial statements.

Prior to the Atlanta Braves Holdings Split-Off, the Âé¶čapp Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. The Braves Group was comprised primarily of Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball

Club (“ANLBC”), certain assets and liabilities associated with ANLBC’s stadium (the “Stadium”) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities and corporate cash.

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for Âé¶čapp's tracking stock groups.