UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 18, 2023

ATLANTA BRAVES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x

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 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets

On July 18, 2023, at 5:00 p.m., New York City time (the “Effective Time”), Liberty Media Corporation (the “Liberty Media”) completed its previously announced split-off (the “Split-Off”) of its former wholly owned subsidiary Atlanta Braves Holdings, Inc. (“Company”).

The Split-Off was accomplished by a redemption by Liberty Media of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of the Company’s common stock. As a result of the Split-Off, the Company is an independent, publicly traded company and its assets and liabilities consist of 100% of the ownership and voting interests in Braves Holdings, LLC (“Braves Holdings”), which is the owner of the Atlanta Braves Major League Baseball Club, and certain other assets and liabilities associated with the Atlanta Braves Major League Baseball Club’s stadium and Braves Holdings’ mixed-use development and cash.

In connection with the Split-Off, the following agreements were entered into by the Company (the “Split-Off Agreements”):

The section of the joint proxy statement/prospectus forming a part of Amendment No. 5 to the Company’s Registration Statement on Form S-4, declared effective by the Securities and Exchange Commission on June 9, 2023 (File No. 333-268922) (the “Prospectus”), entitled “Certain Relationships and Related Party Transactions—Agreements Relating to the Split-Off,” which describes the material terms of the Split-Off Agreements, is incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Split-Off Agreements, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K.

Item 3.03.  Material Modification to Rights of Securities Holders

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03.  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 18, 2023, the Company filed its Amended and Restated Articles of Incorporation (the “Restated Charter”) with the Nevada Secretary of State, which became effective as of 4.01 p.m., New York City time on July 18, 2023.  The Restated Charter provided for the reclassification of the Company’s then outstanding common stock, par value $0.01 per share, into the Company’s Series A common stock, Series B common stock and Series C common stock (collectively, the “Company Common Stock”).  The Restated Charter sets forth the terms of the Company Common Stock and describes the rights of holders of the Company Common Stock.  The Series A common stock and Series C common stock is expected to begin trading on Nasdaq under the symbols “BATRA” and “BATRK” on July 19, 2023. The Series B common stock is expected to be quoted on the OTC Markets under the symbol “BATRB.”

Also on July 18, 2023, effective as of the Effective Time, the Company amended and restated its bylaws (the “Bylaws”) to read as filed as Exhibit 3.2 to this Current Report on Form 8-K.

The section of the Prospectus entitled “Description of SplitCo Capital Stock and Comparison of Stockholder Rights” which describes certain provisions of the Restated Charter and Bylaws, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Restated Charter and the Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of New Directors; Resignation of Renee L. Wilm

At the Effective Time, the size of the Company’s board of directors (the “Board”) was increased to five directors, and to fill the vacancies and newly created directorships resulting from the resignation described below and the expansion of the Board, Brian M. Deevy, Wonya Y. Lucas, Terence McGuirk and Diana M. Murphy were appointed to the Board of the Company. Gregory B. Maffei also continues to serve as a director of the Company. Following the appointments, the Company has a total of five directors and Gregory B. Maffei serves as Chairman of the Board. The members of the Board are divided into three classes: (i) Mr. Deevy appointed as a Class I Director, whose term will expire at the annual meeting of stockholders in 2024; (ii) Mr. McGuirk and Ms. Murphy appointed as Class II Directors, whose terms will expire at the annual meeting of stockholders in 2025; and (iii) Mr. Maffei and Ms. Lucas appointed as Class III Directors, whose terms will expire at the annual meeting of stockholders in 2026. Mr. Maffei and Mr. McGuirk will serve as members of the Executive Committee of the Board.  Mr. Deevy, Ms. Lucas and Ms. Murphy will serve as members of the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board, and each of Mr. Deevy, Ms. Lucas and Ms. Murphy will serve as the chairperson of the foregoing committees, respectively, following the Split-Off.

In connection with the closing of the Split-Off and appointment of the new directors, Renee L. Wilm resigned from the Board, effective as of the Effective Time.  Ms. Wilm remains Chief Legal Officer and Chief Administrative Officer of the Company.

Officers of the Company

In connection with the Split-Off, the individuals listed below, who served as the executive officers of Liberty Media prior to the Split-Off, were elected and appointed to serve as executive officers of the Company.

Item 8.01. Other Events.

On July 18, 2023, the Company issued a press release announcing the completion of the Split-Off and that interested shareholders and analysts are invited to participate in a brief quarterly Q&A sessions following completion of the prepared remarks on Liberty Media’s second quarter earnings conference call. During this Q&A session, management will be accepting questions regarding both Liberty Media and the Company. The conference call will be held on Friday, August 4th at 10:00 a.m. E.T. During the call, management may discuss the financial performance and outlook of both companies, as well as other forward-looking matters. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(b) The information required to be filed pursuant to Items 2.01 and 9.01 pursuant to Article 11 of Regulation S-X is incorporated by reference to the Financial Statements included in the Prospectus under the heading “Atlanta Braves Holdings, Inc.”

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 18, 2023