As filed with the Securities and Exchange Commission on December 17, 2025
Registration No. 333-291700
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8 Registration Statement
Under the Securities Act of 1933
LIBERTY MEDIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
12300 Liberty Boulevard Englewood, Colorado 80112 (Address of Principal Executive Offices) (Zip Code) |
37-1699499 (I.R.S. Employer Identification No.) |
Liberty Media Corporation 2022 Omnibus Incentive Plan
(Full title of plan)
|
Renee L. Wilm Chief Legal Officer & Chief Administrative Officer Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5400 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) |
Copy to: C. Brophy Christensen O’Melveny & Myers LLP Two Embarcadero Center (415) 984-8700 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Liberty Media Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to the Registration Statement on Form S-8, filed with the Commission on November 21, 2025 (Commission File No. 333-291700) with respect to 100,000 shares of the Registrant’s Series A Liberty Live common stock, par value $0.01 per share (“LLYVA”), thereby registered for offer or sale pursuant to the Registrant’s 2022 Omnibus Incentive Plan (the “Registration Statement”).
The Registrant hereby terminates the effectiveness of the Registration Statement with respect to the LLYVA shares described above. As to any such LLYVA shares that had been registered for issuance pursuant to the Registration Statement that remain unissued and unsold as of the date of this Post-Effective Amendment, the Registrant hereby removes and withdraws all such securities from registration. This Post-Effective Amendment does not affect the registration of other securities of the Registrant pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on December 17, 2025. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.
| LIBERTY MEDIA CORPORATION | ||
| By: | /s/ Brittany A. Uthoff | |
| Name: | Brittany A. Uthoff | |
| Title: | Vice President and Assistant Secretary | |