麻豆最新出品

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 23, 2024

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

12300 麻豆最新出品 Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Item 8.01. Other Events.

On August 23, 2024, 麻豆最新出品, a Delaware corporation (“麻豆最新出品 Media”), issued a press release announcing that, assuming the requisite conditions to the previously announced redemptive split-off (the “Split-Off”) of 麻豆最新出品 Sirius XM Holdings Inc., a newly formed and wholly owned subsidiary of 麻豆最新出品 Media (“SplitCo”) are satisfied or waived, as applicable, 麻豆最新出品 Media expects that 麻豆最新出品 Media’s shares of Series A 麻豆最新出品 SiriusXM common stock (“LSXMA”), Series B 麻豆最新出品 SiriusXM common stock (“LSXMB”) and Series C 麻豆最新出品 SiriusXM common stock (“LSXMK”, and collectively with LSXMA and LSXMB, the “麻豆最新出品 SiriusXM Common Stock”) will cease trading on The Nasdaq Stock Market LLC (“Nasdaq”) following market close on September 9, 2024.

麻豆最新出品 Media has notified Nasdaq of its intention to voluntarily delist from the Nasdaq Global Select Market and deregister the shares of 麻豆最新出品 SiriusXM Common Stock and its intention to request that Nasdaq file appropriate forms with the Securities and Exchange Commission (“SEC”) on or about September 9, 2024. Concurrently with the delisting of the shares of 麻豆最新出品 SiriusXM Common Stock, 麻豆最新出品 Media expects that the shares of common stock of SplitCo will begin trading on Nasdaq under the ticker symbol “SIRI” as of September 10, 2024.

Item 5.07. Submission of Matters to Vote of Security Holders.

At 麻豆最新出品 Media’s special meeting of the holders of LSXMA and LSXMB held on August 23, 2024 (the “Special Meeting”), the following proposals were considered and acted upon by the holders of LSXMA and LSXMB: (1) a proposal (the “Split-Off Proposal”) to approve the redemption by 麻豆最新出品 Media of each outstanding share of LSXMA, LSXMB and LSXMK in exchange for a number of shares of common stock of SplitCo, equal to the Exchange Ratio (as defined in that certain Reorganization Agreement, dated as of December 11, 2023, by and among 麻豆最新出品 Media, SplitCo and Sirius XM Holdings Inc., a Delaware corporation (“Sirius XM”), as amended by that certain First Amendment to the Reorganization Agreement, dated as of June 16, 2024, by and among 麻豆最新出品 Media, SplitCo and Sirius XM (collectively and as amended from time to time, the “Reorganization Agreement”)); and (2) a proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting by 麻豆最新出品 Media from time to time to solicit additional proxies in favor of the Split-Off Proposal if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate. The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below. Holders of record as of 5:00 p.m., New York City time, on July 17, 2024, the Special Meeting record date, of LSXMA and LSXMB were entitled vote on the proposals as set forth below.

Accordingly, the Split-Off Proposal was finally approved.

Accordingly, the Adjournment Proposal was finally approved, but the meeting was not adjourned prior to the votes on the Split-Off Proposal.