0001104659-26-059457
SEC filingLiberty Media Corporation completed reincorporation from Delaware to Nevada on May 12, 2026, converting all Formula One tracking stock shares 1-for-1 into Nevada corporation shares and eliminating the tracking stock structure.
Liberty Media Corporation executed a reincorporation from Delaware to Nevada, approved by stockholders at the May 11, 2026 annual meeting and effective May 12, 2026. This structural change shifts governance from Delaware General Corporation Law to Nevada Revised Statutes, adopting new Nevada Charter and Bylaws filed as Exhibits 3.1 and 3.2. All outstanding Series A, B, and C Liberty Formula One common stock (FWONA, FWONB, FWONK) converted on a one-for-one basis into equivalent Nevada shares (FWONA-NV, FWONB-NV, FWONK-NV), with equity awards and plan reserves similarly adjusted without changes to exercise prices, vesting, or other material terms. The Nevada Charter eliminates the prior tracking stock features, simplifying the capital structure while preserving trading symbols and markets. Directors, officers, committees, and chairman positions carried over unchanged. The transaction incurs only incidental costs, leaving headquarters, business operations, management, assets, liabilities, and net worth intact. Certain stockholder rights changed, with full effects detailed in the March 26, 2026 Proxy Statement. A legal opinion from Brownstein Hyatt Farber Schreck, LLP (Exhibit 5.1) supports ongoing S-8 registrations.