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Get filing alertsLiberty Media issues $690M convertible notes due 2032, convertible at $138.68/share
Filed August 13, 2026 · Period ending August 10, 2026 · ~1 min read
Key Changes
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Issued $690M in 2.375% convertible senior notes due 2032, including $90M from full exercise of initial purchasers' option, in private placement to qualified institutional buyers.
Item 3.02 verify on EDGAR → -
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Notes convertible into FWONK at $138.68/share (7.2106 shares per $1,000 principal), representing 35% premium to $102.73 closing price on August 10, 2026; Liberty Media may settle in cash, stock, or combination.
Item 3.02 verify on EDGAR → -
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Net proceeds of approximately $680M will fund capped call transactions on existing 2027 convertible notes, working capital, general corporate purposes, and repayment of 2027 notes.
Item 3.02 verify on EDGAR → -
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Entered into capped call transactions on existing 2.25% convertible notes due 2027 to offset potential cash payments above principal and reduce dilution on conversion, subject to a cap.
Item 8.01 verify on EDGAR → -
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Counterparties' hedging activity around the offering may buy or sell FWONK shares and derivatives, potentially creating short-term price volatility and affecting conversion dynamics.
Item 8.01 verify on EDGAR →
Summary
Liberty Media raised $690 million through a private placement of convertible senior notes due 2032, carrying a 2.375% coupon and convertible into FWONK shares at $138.68 per share—a 35% premium to the stock's August 10 closing price of $102.73. The issuance included $90 million from the full exercise of the initial purchasers' option.
The notes are convertible at the holder's option under specified conditions before May 15, 2032, and freely convertible thereafter until maturity. Liberty Media retains the right to settle conversions in cash, stock, or a combination, and may redeem the notes starting August 20, 2029, if FWONK trades above 130% of the conversion price for 20 of 30 consecutive trading days.
The company plans to use the approximately $680 million in net proceeds to pay for capped call transactions related to its existing 2.25% convertible notes due 2027, for working capital and general corporate purposes, and to repay the 2027 notes. The capped call transactions are designed to offset cash payments above principal and reduce shareholder dilution when the 2027 notes convert, though the protection is subject to a cap. This represents a refinancing strategy to extend debt maturities and manage dilution from the earlier convertible issuance. The counterparties' hedging activity may create short-term volatility in FWONK shares as they establish and adjust their positions.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 10, 2026, concurrently with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”) that relate to its 2.25% Convertible Senior Notes due 2027 (the “2027 Notes”). The capped call transactions are expected to generally offset any potential cash payments the Company is required to make in excess of the principal amount of the 2027 Notes that are converted and/or reduce potential dilution to FWONK upon any conversion of the 2027 Notes, as the case may be, with such offset and/or reduction subject to a cap.
Liberty Media entered into capped call transactions with financial institutions related to its 2.25% Convertible Senior Notes due 2027. These derivative contracts are designed to offset cash payments above principal and reduce shareholder dilution when the 2027 Notes convert, though the protection is capped at a certain stock price level. This is a standard hedging strategy for convertible debt issuers to manage dilution risk.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to FWONK and/or purchasing or selling FWONK or other securities of the Company in secondary market transactions following their initial hedging activity and prior to the maturity of the 2027 Notes. This activity could also cause or avoid an increase or decrease in the market price of FWONK or the market value of the Notes, which could affect the ability of holders of the Notes and the 2027 Notes to convert the Notes or the 2027 Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes or the 2027 Notes, it could affect the amount and value of the consideration that holders will receive upon conversion.
The counterparties to the capped call transactions may buy or sell FWONK shares and derivatives to manage their hedge positions before the 2027 Notes mature. This trading activity could influence FWONK's stock price and the Notes' market value, potentially affecting whether and when noteholders choose to convert, and the conversion value they receive. This is standard disclosure about derivative hedging effects on stock price.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
$600 million aggregate principal amount of 2.375% convertible senior notes due 2032 (the “Notes”). Liberty Media has also granted to the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $90 million principal amount of Notes.
Liberty Media priced a private offering of $600 million in convertible senior notes due August 15, 2032, with a 2.375% coupon and semi-annual interest payments. The initial purchasers have a 13-day option to buy an additional $90 million. The notes are convertible into FWONK shares at an initial conversion rate of 7.2106 shares per $1,000 principal, representing a conversion price of approximately $138.68 per share — a 35% premium to the August 10, 2026 closing price of $102.73.
Added in current filing · view on EDGAR →
Prior to May 15, 2032, the Notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and on or after May 15, 2032, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Notes will have an initial conversion rate of 7.2106 shares of FWONK per $1,000 principal amount of Notes, representing an initial conversion price of approximately $138.68 for each share of FWONK, which represents a conversion premium of approximately 35% to the last reported sale price of $102.73 per share of FWONK on the Nasdaq Global Select Market on August 10, 2026.
The notes are convertible into FWONK shares at Liberty Media's election (cash, stock, or combination). Before May 15, 2032, conversion is conditional; after that date, holders can convert anytime until two trading days before maturity. Liberty Media may redeem the notes for cash starting August 20, 2029, if FWONK trades at or above 130% of the conversion price for at least 20 of any 30 consecutive trading days, at 100% of principal plus accrued interest.
Added in current filing · view on EDGAR →
Liberty Media expects to use the net proceeds of the offering to pay the cost of the capped call transactions related to its 2.25% Convertible Senior Notes due 2027 (the “2027 Notes”) and for working capital and general corporate purposes, including the repayment of the 2027 Notes.
The offering is expected to generate approximately $591 million in net proceeds after fees. Liberty Media plans to use the proceeds to pay for capped call transactions related to its existing 2.25% convertible notes due 2027, for working capital and general corporate purposes, and to repay the 2027 notes. This suggests a refinancing strategy to extend maturities and manage dilution from the earlier convertible issuance.
Added in current filing · verify on EDGAR →
Concurrently with the pricing of the Notes, Liberty Media entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”) that relate to the 2027 Notes. The capped call transactions are expected to generally offset any potential cash payments Liberty Media is required to make in excess of the principal amount of the 2027 Notes that are converted and/or reduce potential dilution to FWONK upon any conversion of the 2027 Notes, as the case may be, with such offset and/or reduction subject to a cap.
Liberty Media entered into capped call transactions with financial institutions to hedge the 2027 notes. These derivatives are designed to offset cash payments above principal on conversions and reduce dilution to FWONK shareholders, subject to a cap. This is a standard anti-dilution mechanism for convertible debt issuers.
Added in current filing · view on EDGAR →
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to FWONK and/or purchase and/or sell shares of FWONK concurrently with or shortly after the pricing of the Notes. This activity could cause an increase or decrease in (or reduce the size of any such increase or decrease in) the market price of FWONK or the market value of the Notes at that time.
The counterparties to the capped call transactions will establish hedges by buying or selling FWONK shares and derivatives around the pricing date and may adjust these positions over time. This hedging activity could create short-term volatility in FWONK's stock price and affect the notes' market value, as well as the conversion dynamics for both the new notes and the 2027 notes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 14, 2026 · How we verify