Liberty Media Corporation filed a Form 8-K on August 13, 2026, disclosing the sale of $690,000,000 aggregate principal amount of 2.375% Senior Convertible Notes due 2032 and related capped call transactions tied to its existing 2027 convertible notes.

Key Highlights

  • Total offering size: $690,000,000 aggregate principal amount of 2.375% Senior Convertible Notes due 2032, including $90,000,000 issued from a fully exercised overallotment option.
  • Net proceeds: Approximately $680 million after initial purchasers' discounts, commissions, and estimated offering expenses.
  • Conversion terms: Initial conversion rate of 7.2106 shares of Series C Common Stock (FWONK) per $1,000 principal amount, equivalent to an initial conversion price of approximately $138.68 per share.
  • Settlement flexibility: Upon conversion, Liberty Media may elect to deliver cash, shares of FWONK, or a combination of both.
  • Capped call transactions: Entered concurrently on August 10, 2026, relating to the company's existing 2.25% Convertible Senior Notes due 2027, intended to offset potential cash payments above principal or reduce potential dilution.
  • Placement basis: Notes were sold to initial purchasers under Section 4(a)(2) of the Securities Act and resold to qualified institutional buyers under Rule 144A.

Liberty Media's 2032 Convertible Note Offering and Capped Call Structure

According to the filing, Liberty Media Corporation (NASDAQ:FWONA, NASDAQ:FWONK) entered into an Indenture on August 13, 2026, with U.S. Bank Trust Company, National Association as trustee. The Notes were sold to Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, and Santander US Capital Markets LLC as representatives of the initial purchasers, pursuant to a purchase agreement dated August 10, 2026. The $90,000,000 overallotment option was exercised in full, the filing stated.

The filing described four circumstances under which holders may convert their Notes before May 15, 2032: if FWONK's last reported sale price meets or exceeds 130% of the conversion price for at least 20 trading days in a 30-consecutive-trading-day period; if the trading price of the Notes falls below 98% of the product of FWONK's price and the applicable conversion rate during a measurement period; if the company calls the Notes for redemption; or upon specified corporate events outlined in the Indenture. On or after May 15, 2032, holders may convert at any time through the second scheduled trading day before the stated maturity date, without regard to those conditions.

Separately, the company disclosed that on August 10, 2026, it entered into privately negotiated capped call transactions with certain financial institutions relating to its 2.25% Convertible Senior Notes due 2027. The filing noted that the option counterparties or their affiliates may modify hedge positions through derivatives, purchases, or sales of FWONK in secondary market transactions, and that such activity "could cause or avoid an increase or decrease in the market price of FWONK or the market value of the Notes." The pricing of the private offering was announced via a press release dated August 11, 2026, furnished as Exhibit 99.1.

What Was Disclosed

Liberty Media disclosed the issuance of $690 million in 2.375% Senior Convertible Notes due 2032 with net proceeds of approximately $680 million, an initial conversion price of approximately $138.68 per FWONK share, and concurrent capped call transactions related to its 2027 convertible notes.