Liberty Live Holdings, Inc. SEC Filings

T. Rowe Price Investment Management, Inc. has filed a Schedule 13G reporting a significant passive stake in Liberty Live Holdings-C common stock. As of 12/31/2025, it reports beneficial ownership of 10,315,091 shares, representing 16.2% of the class. The firm has sole voting power over 10,294,711 shares and sole dispositive power over 10,315,091 shares, with no shared voting or dispositive power.

The filer is classified as an investment adviser and certifies that the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Liberty Live Holdings-C. T. Rowe Price Investment Management also states that the filing should not be construed as an admission that it is the beneficial owner of the securities, and that such beneficial ownership is expressly denied.

Liberty Live Holdings, Inc. director Derek Chang filed an initial insider ownership report showing that he does not beneficially own any of the company’s securities. The non-derivative and derivative ownership tables contain no entries, and the remarks section explicitly states that no securities are beneficially owned.

Liberty Live Holdings, Inc. became an independent, publicly traded company after Liberty Media completed a split-off, exchanging each Liberty Media Liberty Live share for one corresponding share of Liberty Live Group common stock.

The company assumed Liberty Media’s obligations under 2.375% Exchangeable Senior Debentures due 2053, with an adjusted principal amount of $1,150 million as of September 30, 2025, tied to approximately 11 million shares of Live Nation common stock and offering holders a temporary right to require repurchase or exchange following the split-off.

The board was reconstituted to five classified directors led by Chairman Robert R. Bennett, with Chad R. Hollingsworth serving as President and Chief Executive Officer and Brian J. Wendling as Chief Accounting Officer and Principal Financial Officer.

Amended and restated articles and bylaws reclassified existing shares into Series A, B and C Liberty Live Group common stock and authorized Ventures Group common stock, with Series A and C shares to begin trading on Nasdaq under the symbols LLYVA and LLYVK and Series B quoted on OTC Markets as LLYVB.

Liberty Media Corporation describes its planned split-off of the Liberty Live Group into a separate public company, Liberty Live Holdings, Inc. (“SplitCo”). The company notes that the Split-Off, including how assets and liabilities are allocated and any expected benefits, is subject to various conditions and may not be completed, and it emphasizes that statements about the transaction are forward-looking and involve risks and uncertainties.

The Split-Off will be carried out through a registered offer and issuance of SplitCo common stock under an effective Form S-4, which includes a proxy statement, notice of meeting and action for Liberty Media, and a prospectus for SplitCo. Holders of Liberty Media’s LLYVA and LLYVB common stock are urged in this communication to read the registration statement and related SEC filings, which have been mailed to those stockholders and are available free of charge on the SEC’s website and from Liberty Media’s investor relations. The company also identifies its directors and senior executives, including Chairman John C. Malone and President and CEO Derek Chang, as participants in the proxy solicitation related to the Split-Off.

Liberty Live Holdings, Inc. (LLYVA), a wholly owned subsidiary of Liberty Media Corporation, announced that an interview with John C. Malone, Chairman of Liberty Media, is scheduled to air on CNBC. The interview with David Faber on CNBC’s “Squawk on the Street” is expected to begin airing around 9:00 AM (ET) on November 20, 2025, with the full interview available online after 11:00 AM (ET) the same day.

Mr. Malone may share observations about Liberty Live Holdings’ financial performance, outlook, and other forward-looking topics in connection with Liberty Media’s annual Investor Meeting on November 20, 2025. The information is being furnished under Regulation FD to provide broad, simultaneous access to the comments and is not deemed filed for liability purposes.

Liberty Live Holdings, Inc. (LLYVA) filed its Q3 2025 10‑Q, highlighting progress toward the planned Split‑Off from Liberty Media. The company will hold approximately 69.6 million shares of Live Nation, QuintEvents, certain private assets, cash and debt, plus 2025 forward contracts tied to Live Nation shares.

Q3 results: Total revenue was $61.7 million versus $64.2 million a year ago. Operating loss was $16.8 million and net loss was $55.7 million. For the nine months, revenue reached $247.4 million with a net loss of $265.5 million. Share of earnings from affiliates contributed $125.2 million in Q3, while realized and unrealized losses on financial instruments of $175.7 million drove the bottom‑line decline.

Balance sheet and instruments: Cash was $375.8 million. Debt measured at fair value was $1.87 billion, reflecting 2.375% exchangeable debentures due 2053, classified as current given exchangeability in Q4 2025. About 10.5 million Live Nation shares were pledged to 2025 forward contracts; a $400 million Live Nation margin loan remained undrawn. Deferred revenue was $169.0 million.

Liberty Media plans to split off its Liberty Live Group into a new, independent public company, Liberty Live Holdings, via a redemptive split‑off. Each outstanding share of LLYVA, LLYVB, and LLYVK will be redeemed for one share of the corresponding series of New Liberty Live Group common stock. Liberty Live will hold, among other assets and liabilities, all of Liberty Media’s Live Nation common stock, representing approximately 30% of Live Nation’s outstanding shares as of July 31, 2025.

Liberty Live expects to list New LLYVA and New LLYVK on the Nasdaq Global Select Market under “LLYVA” and “LLYVK,” with New LLYVB quoted on OTC “LLYVB.” Holders of LLYVA and LLYVB will vote at a virtual special meeting on December 5, 2025 to approve the Redemption. Closing is conditioned on stockholder approval, a tax opinion that the Split‑Off is tax‑free, SEC effectiveness, Nasdaq approvals, and HSR clearances. Holders of Formula One common stock will not receive new or additional shares in the Split‑Off.

Liberty Media proposes a redemptive split-off to form Liberty Live Holdings, Inc., creating a standalone public company that will hold the assets and liabilities attributed to the Liberty Live Group. The plan transfers Liberty Media's Live Nation shares (representing approximately 30% of outstanding Live Nation common stock as of July 31, 2025), certain private assets (including QuintEvents, LLC), corporate cash, a 2.375% exchangeable senior debenture due 2053, an undrawn margin loan and variable forward contracts to Liberty Live. Completion requires stockholder approval by holders of LLYVA and LLYVB at a virtual special meeting, SEC effectiveness of the S-4 registration, Nasdaq approval to list New LLYVA and New LLYVK (expected symbols: LLYVA and LLYVK) and a tax opinion that the transaction will be tax-free. The board recommends a FOR vote; the split-off is conditioned on several nonwaivable regulatory and tax conditions and may be amended or abandoned by the board.