SCHEDULE 13D/A: John C. Malone Amends Liberty Global Stake, Reflecting Impact of Share Buyback

John C. Malone, Chairman of Liberty Global Ltd., has updated his beneficial ownership stake in the company, now holding 2.6% of Class A shares and 67.8% of Class B shares, with a total voting power of approximately 30.4%, primarily due to the Issuer's recent stock buyback program.

Summary

• John C. Malone, Chairman of Liberty Global Ltd., filed Amendment No. 12 to his Schedule 13D, updating his beneficial ownership in the company's Class A and Class B common shares.
• As of May 2, 2025, Mr. Malone beneficially owns 4,531,893 Class A shares, representing approximately 2.6% of the outstanding Class A shares. This includes 174,821 shares held in a revocable trust (LM Revocable Trust) and 108,657 shares subject to options exercisable within 60 days.
• He also beneficially owns 8,787,373 Class B shares, which constitute approximately 67.8% of the outstanding Class B shares. This includes 110,148 shares held by two trusts for his adult children (where he disclaims pecuniary interest but retains asset substitution rights) and 8,677,225 shares held by the Malone Trust.
• Collectively, Mr. Malone is deemed to beneficially own voting equity securities representing approximately 30.4% of the total voting power for a general election of directors of Liberty Global Ltd.
• The change in his beneficial ownership percentage is attributed to a stock buyback conducted by Liberty Global Ltd. under its share repurchase program, rather than any acquisition or disposition by Mr. Malone in the past 60 days.
• Mr. Malone expressly disclaims membership in a 'group' with Michael T. Fries and the Malone LG 2014 Charitable Remainder Unitrust, despite a previously filed Letter Agreement.

Sentiment

Score: 6

Explanation: The document is a neutral, factual disclosure of beneficial ownership. The mention of a stock buyback is generally positive for shareholders, but the filing itself doesn't convey strong positive or negative sentiment about the company's performance or outlook.

Positives

• The Issuer conducted a stock buyback program, which can be positive for shareholders by reducing the share count and potentially increasing earnings per share.

Future Outlook

The document does not provide specific forward-looking statements or guidance regarding the company's future operations or financial performance, as it is primarily an ownership disclosure filing.

Management Comments

• "Mr. Malone expressly disclaims membership in such a group [with Michael T. Fries and the Malone LG 2014 Charitable Remainder Unitrust]."
• "Mr. Malone disclaims beneficial ownership of the shares held by the LM Revocable Trust."
• "Mr. Malone has no pecuniary interest [in shares held by Trusts for adult children] but retains the right to substitute the assets held by the Trusts and as to which Mr. Malone disclaims beneficial ownership."

Industry Context

This Schedule 13D filing is a routine disclosure of a significant shareholder's updated stake, primarily influenced by the company's internal capital management (share buyback). It does not provide broader industry trends or competitive analysis, focusing solely on the reporting person's ownership position within Liberty Global Ltd.

Comparison to Industry Standards

• This document is a regulatory filing detailing a specific individual's beneficial ownership and voting power in a company.
• It does not contain information that allows for a direct comparison of the company's operational or financial results against global industry benchmarks or specific comparable companies/projects.
• The focus is on the ownership structure and its changes, not on industry performance metrics.

Corporate Governance

Related Party Transactions

• Shares are held in a revocable trust (LM Revocable Trust) where Mr. Malone and his wife, Mrs. Leslie Malone, are trustees.
• Shares are held by two trusts (the 'Trusts') managed by an independent trustee whose beneficiaries are Mr. Malone's adult children, in which Mr. Malone has no pecuniary interest but retains the right to substitute the assets.
• Shares are held by a trust (the 'Malone Trust') with respect to which Mr. Malone is a co-trustee and, with his wife, retains a unitrust interest.
• A Letter Agreement, dated February 13, 2014 (the 'Malone Voting Agreement'), exists among Mr. Fries, Mr. Malone, and the Malone LG 2014 Charitable Remainder Unitrust, which could be considered a related party arrangement concerning voting, although Mr. Malone disclaims group membership.

Stakeholder Impact

• Shareholders: Provides updated information on the beneficial ownership and voting power of a significant shareholder (John C. Malone), which is important for understanding control and influence within the company. The stock buyback mentioned as the reason for the percentage change is generally positive for existing shareholders.
• Management: Clarifies the ownership structure and voting dynamics, which can influence strategic decisions and corporate governance.

Next Steps

• The Issuer will continue to file its Quarterly Reports on Form 10-Q and other SEC filings as required.
• Mr. Malone will file future amendments to Schedule 13D if there are material changes to his beneficial ownership or purpose.

Key Dates

Keywords

Liberty Global Ltd., John C. Malone, Schedule 13D, Beneficial Ownership, Class A Shares, Class B Shares, Voting Power, Stock Buyback, SEC Filing, Corporate Governance, Share Repurchase