猫咪社区

(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� 猫咪社区 SiriusXM common stock, 猫咪社区 Formula One common stock and 猫咪社区 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 猫咪社区 SiriusXM Group, 猫咪社区 Formula One Group (the 鈥淔ormula One Group鈥�) and 猫咪社区 Live Group (the 鈥淩eclassification鈥�). As a result of the Reclassification, each then-outstanding share of 猫咪社区 SiriusXM common stock was reclassified into one share of the corresponding series of new 猫咪社区 SiriusXM common stock and 0.2500 of a share of the corresponding series of 猫咪社区 Live common stock and each outstanding share of 猫咪社区 Formula One common stock was reclassified into one share of the corresponding series of new 猫咪社区 Formula One common stock and 0.0428 of a share of the corresponding series of 猫咪社区 Live common stock.

While the Formula One Group and the 猫咪社区 Live Group have separate collections of businesses, assets and liabilities attributed to them, no 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 a 猫咪社区 tracking stock, any equity or voting interest in a public company, such as Live Nation, in which 猫咪社区 holds an interest that is attributed to a 猫咪社区 tracking stock group, the 猫咪社区 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 猫咪社区 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 March 31, 2025, include 猫咪社区鈥檚 interests in Formula 1 and QuintEvents, cash and 猫咪社区鈥檚 2.25% Convertible Senior Notes due 2027. As of March 31, 2025, the Formula One Group had cash and cash equivalents of approximately $2,833 million, which included $1,617 million of subsidiary cash.

The 猫咪社区 Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 猫咪社区 Live Group. As of March 31, 2025, the 猫咪社区 Live Group is primarily comprised of 猫咪社区鈥檚 interest in Live Nation, cash, other minority investments, 猫咪社区鈥檚 2.375% Exchangeable Senior Debentures due 2053 and an undrawn margin loan. As of March 31, 2025, the 猫咪社区 Live Group had cash and cash equivalents of approximately $314 million.

Prior to the 猫咪社区 Sirius XM Holdings Split-Off, the 猫咪社区 SiriusXM common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the 猫咪社区 SiriusXM Group. At the time of the 猫咪社区 Sirius XM Holdings Split-Off, the 猫咪社区 SiriusXM Group was comprised of 猫咪社区鈥檚 interest in Sirius XM Holdings, corporate cash, 猫咪社区鈥檚 3.75% Convertible Senior Notes due 2028, 猫咪社区鈥檚 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of 猫咪社区. As disclosed in note 1, 猫咪社区 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 split-off the 猫咪社区 Live Group (the 鈥溍ㄟ渖缜� Live Split-Off鈥�). Immediately prior to the 猫咪社区 Live Split-Off, QuintEvents would be reattributed from the Formula One Group to the 猫咪社区 Live Group in exchange for certain private assets and cash. The 猫咪社区 Live Split-Off would be effected through the redemption of 猫咪社区 Live common stock in exchange for common stock of a newly formed company, 猫咪社区 Live Holdings, Inc. The Company would redeem each outstanding share of its Series A, Series B and

Series C 猫咪社区 Live common stock for one share of the corresponding series of common stock of 猫咪社区 Live Holdings, Inc. As a result of the 猫咪社区 Live Split-Off, the Company and 猫咪社区 Live Holdings, Inc. would be separate publicly traded companies, and the Company鈥檚 outstanding common stock, the 猫咪社区 Formula One common stock, would no longer be a tracking stock. The 猫咪社区 Live Split-Off is subject to various conditions including, among other things, shareholder approval and the receipt of an opinion of tax counsel. The 猫咪社区 Live Split-Off 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 猫咪社区's tracking stock groups.