�鶹app

(2)����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 July 18, 2023, the Company completed the split-off (the “Split-Off”) of its wholly owned subsidiary, ABH. The Split-Off was accomplished by a redemption by the Company of each outstanding share of �鶹app Braves common stock in exchange for one share of the corresponding series of ABH common stock. ABH is comprised of the businesses, assets and liabilities attributed to the �鶹app Braves Group (the “Braves Group”) immediately prior to the Split-Off, except for the intergroup interests in the Braves Group attributed to the �鶹app SiriusXM Group and the �鶹app Formula One Group (the “Formula One Group”), which were settled and extinguished in connection with the Split-Off.

On August 3, 2023, the Company reclassified its then-outstanding shares of common stock into three new tracking stocks — �鶹app SiriusXM common stock, �鶹app Formula One common stock and �鶹app Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of the Company’s remaining tracking stock groups among its newly created �鶹app SiriusXM Group, Formula One Group and �鶹app Live Group (the “Reclassification”). As a result of the Reclassification, each then-outstanding share of �鶹app SiriusXM common stock was reclassified into one share of the corresponding series of new �鶹app SiriusXM common stock and 0.2500 of a share of the corresponding series of �鶹app Live common stock and each outstanding share of �鶹app Formula One common stock was reclassified into one share of the corresponding series of new �鶹app Formula One common stock and 0.0428 of a share of the corresponding series of �鶹app Live common stock.

Each of the Split-Off and the Reclassification were intended to be tax-free to stockholders of the Company, except with respect to the receipt of cash in lieu of fractional shares. The Split-Off and the Reclassification are reflected in the Company’s consolidated financial statements on a prospective basis.

While the �鶹app SiriusXM Group, the Formula One Group and the �鶹app 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 �鶹app tracking stock, any equity or voting interest in a public company, such as Sirius XM Holdings, in which �鶹app holds an interest that is attributed to a �鶹app tracking stock group, the �鶹app SiriusXM 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 �鶹app SiriusXM common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the �鶹app SiriusXM Group, which, as of December 31, 2023, include its interest in Sirius XM Holdings, corporate cash, �鶹app’s 3.75% Convertible Senior Notes due 2028, �鶹app’s 2.75% Exchangeable Senior Debentures due 2049 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of �鶹app. As of December��31, 2023, the �鶹app SiriusXM Group has cash and cash equivalents of approximately $306��million, which includes $216��million of subsidiary cash.

The �鶹app 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 December 31, 2023, include �鶹app’s interest in Formula��1, cash and �鶹app’s 2.25% Convertible Senior Notes due 2027. As of December��31, 2023,

the Formula One Group has cash and cash equivalents of approximately $1,408��million, which includes $1,002��million of subsidiary cash.

The �鶹app Live common stock is intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the �鶹app Live Group. As of December 31, 2023, the �鶹app Live Group is primarily comprised of �鶹app’s interest in Live Nation, cash, certain public and private assets previously attributed to the Formula One Group, �鶹app’s 2.375% Exchangeable Senior Debentures due 2053, �鶹app’s 0.5% Exchangeable Senior Debentures due 2050 and a margin loan obligation incurred by a wholly-owned special purpose subsidiary of �鶹app.

Prior to the Split-Off, the �鶹app Braves common stock was intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Braves Group. The Braves Group was primarily comprised of ��Braves Holdings, which indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC” or the “Braves”), certain assets and liabilities associated with the Braves’ stadium (the “Stadium”) and a mixed-use development around the Stadium that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”) and corporate cash.

As of December 31, 2021, 6,792,903 notional shares representing an 11.0% intergroup interest in the Braves Group were held by the Formula One Group, 2,292,037 notional shares representing a 3.7% intergroup interest in the Braves Group were held by the �鶹app SiriusXM Group and 5,271,475 notional shares representing a 2.2% intergroup interest in the Formula One Group were held by the �鶹app SiriusXM Group.

During September 2022, the Formula One Group and the Braves Group paid approximately $64 million and $14 million, respectively, to the �鶹app SiriusXM Group to settle a portion of the intergroup interests in the Formula One Group and Braves Group held by the �鶹app SiriusXM Group, as a result of the repurchase of a portion of �鶹app’s 1.375% Cash Convertible Senior Notes due 2023 (the “Convertible Notes”), as described in note 9. During March 2023, the Formula One Group paid approximately $202 million to the �鶹app SiriusXM Group to settle a portion of the intergroup interest in the Formula One Group held by the �鶹app SiriusXM Group, as a result of the repurchase of a portion of the Convertible Notes, as described in note 9. On July 12, 2023, the Formula One Group paid approximately $71 million to the �鶹app SiriusXM Group to settle and extinguish the remaining intergroup interest in the Formula One Group held by the �鶹app SiriusXM Group.

In connection with the Split-Off, the intergroup interests in the Braves Group attributed to the �鶹app SiriusXM Group and Formula One Group were settled and extinguished through the attribution, to the respective tracking stock group, of ABH Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest. On July 19, 2023, the shares of ABH Series C common stock attributed to the Formula One Group to settle and extinguish the intergroup interest in connection with the Split-Off were distributed on a pro rata basis to holders of �鶹app Formula One common stock (the “Formula One Distribution”). During November 2023, �鶹app exchanged the shares of ABH Series C common stock attributed to the �鶹app SiriusXM Group with a third party to satisfy certain debt obligations attributed to the �鶹app SiriusXM Group. ��

On December 11, 2023, �鶹app entered into definitive agreements, subject to the terms thereof, to redeem each outstanding share of its �鶹app SiriusXM common stock in exchange for a number of shares of common stock of a newly formed entity (the “�鶹app Sirius XM Holdings Split-Off”), �鶹app Sirius XM Holdings Inc. (“�鶹app Sirius XM Holdings”) equal to the Exchange Ratio (as defined in the Reorganization Agreement, dated as of December 11, 2023, by and among �鶹app, �鶹app Sirius XM Holdings and Sirius XM Holdings (the “Reorganization Agreement”)). The Exchange Ratio will be calculated prior to the effective time of the redemption and is estimated to be approximately 8.4 shares of �鶹app Sirius XM Holdings common stock. �鶹app Sirius XM Holdings will be comprised of the businesses, assets and liabilities attributed to the �鶹app SiriusXM Group. The �鶹app Sirius XM Holdings Split-Off is intended to

be tax-free to holders of �鶹app SiriusXM common stock (except with respect to cash received in lieu of fractional shares) and the completion of the �鶹app Sirius XM Holdings Split-Off will be subject to various conditions, including the receipt of opinions of tax counsel. On December 11, 2023, �鶹app also entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will merge with and into Sirius XM Holdings, with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of �鶹app Sirius XM Holdings (the “Merger” and, together with the �鶹app Sirius XM Holdings Split-Off, the “Transactions”), subject to the satisfaction of certain conditions. The Merger is dependent and conditioned on the approval and completion of the �鶹app Sirius XM Holdings Split-Off, and the Merger will not be completed unless the �鶹app Sirius XM Holdings Split-Off is completed. If the �鶹app Sirius XM Holdings Split-Off is completed, the Merger will also be completed. Subject to the satisfaction of the conditions, the Company expects to complete the Transactions early in the third quarter of 2024.

See Exhibit��99.1 to this Annual Report on Form��10-K for unaudited attributed financial information for �鶹app’s tracking stock groups.