Historic open-wheel racing car at Donington Park; archive photo published in 2021, not a current race. Photo: Stephen Kidd / Unsplash.
Liberty Media has acquired the high-vote shares held by entities related to John Malone in a completed stock exchange that cuts their combined voting power from about 48% to about 3%, the Formula 1 and MotoGP owner announced Thursday.
The deal changes who can exercise influence over shareholder votes at Liberty. It is not a cash takeover, and it does not mean Malone has sold all of his economic interest in the company. The Malone-related holders received new shares with lower or no voting rights in exchange for their high-vote stock.
How the share exchange works
Immediately before the deal closed, the Malone-related entities held about 2.3 million Series B shares, representing approximately 97% of that share class and about 48% of Liberty’s voting power, according to the company.
Series B is Liberty’s high-vote class. That structure allowed the holders to wield voting influence far greater than their economic ownership alone would suggest. Liberty also has low-vote Series A shares and non-voting Series C shares.
Each Series B share held by the Malone-related entities was exchanged for 0.26 Series A shares and 2.34 Series C shares, or 2.6 shares in total. The company said the exchange was intended to qualify as tax-free for U.S. federal income tax purposes.
After the transaction, the Malone-related holders have about 3% of voting power, and no holder has more than 9%, Liberty said. Those figures are based on shares outstanding as of October 30, 2026. Malone said in the announcement that the transaction allows him to increase his economic ownership while spreading voting power more broadly among other shareholders.
Outside offers prompted the talks
Liberty said negotiations began after Malone received unsolicited third-party offers for his high-vote shares. Acquiring that stock itself prevents the large voting block from passing to an outside buyer in a transaction that other Liberty shareholders would not participate in, the company said.
A special committee made up solely of disinterested and independent directors negotiated and approved the deal with its own financial and legal advisers. Deadline reported that Liberty Chief Executive Derek Chang declined to provide details of the outside offers during the company’s earnings call.
Malone will step down as chairman emeritus but remain a senior adviser. The change therefore reduces his formal voting influence without ending his advisory relationship with Liberty.
What it means for Formula 1 and MotoGP
Liberty’s portfolio includes its Formula 1 and MotoGP subsidiaries, linking the ownership change to two major international motorsport businesses. The transaction concerns Liberty’s share structure and corporate voting power, rather than a sale of either racing business.
The announcement includes no changes to race schedules or ticket prices. It should not be read as a notice of changes for fans attending or watching the races.
Liberty says the new structure could broaden its institutional investor base. That is a potential benefit the company is seeking, not an announced result of the exchange.
Rights plan follows the voting change
The board also adopted a shareholder rights plan on the special committee’s recommendation. Liberty says it is designed to promote stability and give the board an opportunity to evaluate an attempt to build a significant voting position or take control.
The rights expire on November 3, 2027, unless redeemed, exchanged or terminated earlier under the plan’s terms. The company said further details would be included in a filing with the Securities and Exchange Commission.
JBizNews Desk | New York
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