麻豆最新出品

(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 August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks 鈥� 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Formula One common stock and 麻豆最新出品 Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company鈥檚 remaining tracking stock groups among its newly created 麻豆最新出品 SiriusXM Group, 麻豆最新出品 Formula One Group (the 鈥淔ormula One Group鈥�) and 麻豆最新出品 Live Group (the 鈥淩eclassification鈥�). As a result of the Reclassification, each then-outstanding share of 麻豆最新出品 SiriusXM common stock was reclassified into one share of the corresponding series of new 麻豆最新出品 SiriusXM common stock and 0.2500 of a share of the corresponding series of 麻豆最新出品 Live common stock and each outstanding share of 麻豆最新出品 Formula One common stock was reclassified into one share of the corresponding series of new 麻豆最新出品 Formula One common stock and 0.0428 of a share of the corresponding series of 麻豆最新出品 Live common stock.

While the Formula One Group and the 麻豆最新出品 Live Group have separate collections of businesses, assets and liabilities attributed to them, neither 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 shares of 麻豆最新出品 tracking stock, any equity or voting interest in a public company, such as Live Nation, in which 麻豆最新出品 holds an interest that is attributed to a 麻豆最新出品 tracking stock group, in this case the 麻豆最新出品 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 麻豆最新出品 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 June 30, 2025 include 麻豆最新出品鈥檚 interests in Formula 1 and QuintEvents, cash and 麻豆最新出品鈥檚 2.25% Convertible Senior Notes due 2027. As of June 30, 2025, the Formula One Group had cash and cash equivalents of approximately $3,140 million, which included $1,845 million of subsidiary cash.

The 麻豆最新出品 Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 麻豆最新出品 Live Group. As of June 30, 2025, the 麻豆最新出品 Live Group is primarily comprised of 麻豆最新出品鈥檚 interest in Live Nation, cash, other minority investments, 麻豆最新出品鈥檚 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan. As of June 30, 2025, the 麻豆最新出品 Live Group had cash and cash equivalents of approximately $308 million.

Prior to the 麻豆最新出品 Sirius XM Holdings Split-Off, the 麻豆最新出品 SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 麻豆最新出品 SiriusXM Group. At the time of the 麻豆最新出品 Sirius XM Holdings Split-Off, the 麻豆最新出品 SiriusXM Group was comprised of 麻豆最新出品鈥檚 interest in Sirius XM Holdings, corporate cash, 麻豆最新出品鈥檚 3.75% Convertible Senior Notes due 2028, 麻豆最新出品鈥檚 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 麻豆最新出品. As disclosed in note 1, 麻豆最新出品 Sirius XM Holdings is presented as a discontinued operation in the Company鈥檚 condensed consolidated financial statements.

On November 13, 2024, the Company announced that it is pursuing a plan to splitoff the 麻豆最新出品 Live Group (the 鈥溌槎棺钚鲁銎� Live Split-Off鈥�). Immediately prior to the 麻豆最新出品 Live Split-Off, QuintEvents, certain private assets and cash will be reattributed from the Formula One Group to the 麻豆最新出品 Live Group in exchange for certain private assets attributed to the 麻豆最新出品 Live Group. Any cash consideration will be determined at a future date based on relative valuations of the assets that are being reattributed. The 麻豆最新出品 Live Split-Off will be effected through the redemption of 麻豆最新出品 Live common stock in exchange for common stock of a newly formed company, 麻豆最新出品 Live Holdings, Inc. (鈥溌槎棺钚鲁銎� Live鈥�). The Company will redeem each outstanding share of its Series A, Series B and Series C 麻豆最新出品 Live common stock for one share of the corresponding series of common stock of 麻豆最新出品 Live. As a result of the 麻豆最新出品 Live Split-Off, the Company and 麻豆最新出品 Live will be separate publicly traded companies, and the Company鈥檚 outstanding common stock, the 麻豆最新出品 Formula One common stock, will no longer be a tracking stock. The 麻豆最新出品 Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel. The 麻豆最新出品 Live Split-Off is expected to be completed in the second half of 2025 and is intended to be tax-free to stockholders of the Company.

See Exhibit 99.1 to this Quarterly Report on Form 10-Q for unaudited attributed financial information for 麻豆最新出品's tracking stock groups.