Liberty Media Acquires Malone High-Vote Series B Stock

The Tip Desk · November 7, 2026 · 3 min read

The all-stock swap is meant to keep the founder’s voting power from passing to a third party.

Liberty Media Corporation (FWONA) acquired all shares of its high-vote Series B common stock held by John C. Malone-related entities in an all-stock transaction that the company said would eliminate the possibility of a transfer of the Malone holders’ voting power to a third party.

The media, sports and entertainment company said the deal would better align Dr. Malone’s voting power with his economic ownership of Liberty Media. The consideration is 0.26 shares of Series A common stock and 2.34 shares of Series C common stock for each share of high-vote Series B common stock acquired. The company said the aggregate value of the premium reflected in the exchange ratio represented approximately 1.5% of Liberty Media’s equity market capitalization as of October 30, 2026.

“The acquisition of the Malone Holders’ shares of high-vote Series B common stock helps to align John’s voting power with his economic ownership of Liberty Media while avoiding the potential transfer of a significant voting position in Liberty Media to a third party in a transaction in which other Liberty Media shareholders would not participate,” said Chase Carey, Chair of the Special Committee.

The company operates and owns interests in media, sports and entertainment businesses attributed to two tracking-stock groups, the Formula One Group and the Liberty Live Group. The high-vote Series B shares sit inside that dual-class structure, where voting power and economic ownership can diverge across Series A, B and C common stock. The swap into Series A and Series C common stock was intended to better align the Malone holders’ voting power with their economic ownership without a cash outlay.

In October 2025, Liberty Media announced that Dr. Malone would step down from the board effective January 1, 2026 and transition to Chairman Emeritus, with Vice Chairman Robert R. Bennett succeeding him as chairman. Malone said he looked forward to remaining actively engaged as a large Liberty shareholder and a strategic advisor to management and the board. The company said it looked forward to continuing to benefit from his partnership as a strategic voice and advisor as it pursued long-term value creation and focused on sustained growth in its portfolio.

As of August 31, 2025, Dr. Malone beneficially owned approximately 241 thousand shares of Series A Formula One common stock, 2.364 million shares of Series B Formula One common stock and 2.515 million shares of Series C Formula One common stock, representing approximately 49.5% of the voting power of the Formula One common stock, as well as approximately 251 thousand shares of Series A Liberty Live common stock, 2.465 million shares of Series B Liberty Live common stock and 4.314 million shares of Series C Liberty Live common stock, representing approximately 48.9% of the voting power of the Liberty Live common stock. The high-vote Series B block is the piece of that holding the new transaction is designed to convert.

The company said the transaction is structured so that other Liberty Media shareholders would not participate in the transfer of the Malone holders’ voting position. The transaction closed concurrently with execution of the exchange agreement.