LYV Form 4: Michael Rowles receives 10,040 restricted shares after performance target

Rhea-AI Filing Summary

Michael Rowles, EVP & General Counsel of Live Nation Entertainment (LYV), received 10,040 shares of restricted common stock upon attainment of a stock-price performance target under the company’s long-term plan. Those performance shares converted to restricted stock on 08/06/2025, with 50% vesting immediately and the remainder scheduled to vest 20% on 08/06/2026, 20% on 08/06/2027 and 10% on 12/31/2027 (or earlier if applicable). 2,704 shares were withheld for tax purposes at a price of $149.29 per share. Following these transactions, Rowles’ reported direct beneficial ownership is 208,909 shares. The performance awards are measured against stock-price targets over a performance period running from 01/01/2023 to 12/31/2027.

Positive

• 10,040 performance shares converted to restricted stock upon meeting the stock-price target, indicating target achievement
• Multi-year vesting (50% immediate, then 20%/20%/10%) aligns executive incentives with long-term shareholder value

Negative

• 2,704 shares withheld for taxes at $149.29, reducing the reporting person's immediate holdings
• Remaining shares are unvested and conditioned on continued employment through vesting dates

Insights

Compensation Analyst

TL;DR: Executive realized equity under a stock-price performance metric; multi-year vesting preserves alignment with shareholders.

The conversion of 10,040 performance shares into restricted stock reflects attainment of a specified stock-price target within the stated performance period. The award vests in a staggered schedule (50% immediate, then 20%/20%/10%), which supports retention and alignment over multiple years. 2,704 shares were withheld for taxes at $149.29, reducing immediate share count. No cash purchase price was paid for the issued restricted shares, consistent with performance-based compensation settlement.

Corporate Governance Expert

TL;DR: The grant settlement is a routine performance-based compensation event with standard vesting and tax withholding mechanics.

This Form 4 documents the settlement of performance share awards tied to specified NYSE closing-price targets during a defined performance window. The staggered vesting and the requirement of continued employment through vesting dates limit immediate transferability and tie executive incentives to long-term share performance. The reported direct beneficial ownership after withholding is 208,909 shares, as disclosed on the form.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rowles Michael

(Last) (First) (Middle)

C/O LIVE NATION ENTERTAINMENT, INC.

9348 CIVIC CENTER DRIVE

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Live Nation Entertainment, Inc. [ LYV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/06/2025		M		10,040	A	$0(1)	211,613	D
Common Stock	08/06/2025		F		2,704(2)	D	$149.29	208,909	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Award	(3)	08/06/2025		M			10,040(4)	(3)(5)	(3)(5)	Common Stock	10,040	$0	0	D

Explanation of Responses:

1. Reporting person received this restricted stock award under the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 21, 2024, in connection with the vesting of a portion of a previously-issued performance share award upon the attainment of a stock price target, as further set forth in footnotes 3-5 below. 50% of these shares vested on August 6, 2025. The remaining shares will vest 20% on August 6, 2026, 20% on August 6, 2027 and 10% on December 31, 2027, as explained in footnote 5 below.

2. Represents shares withheld for tax purposes upon vesting of restricted stock grants.

3. Each performance share award represents the right to receive a share restricted stock upon attainment by Issuer, from time to time, of stock price targets (based on the closing price of Issuer's common stock on the NYSE) over sixty days (which days to not have to be consecutive; the "Performance Targets") during a performance period beginning on January 1, 2023 and ending on December 31, 2027. Settlement will occur, and shares of restricted stock will be issued, if and when a particular Performance Target is met.

4. The attainment of a stock price target resulted in the vesting and conversion of 10,040 performance shares into an equal number of shares of restricted stock reflected in Table 1.

5. The shares of restricted stock issued in respect of performance share awards upon attainment of a particular Performance Target will vest, and the restrictions thereon will lapse, as follows: (i) 50% will vest on the date of attainment of the corresponding Performance Target, (ii) 20% will vest on the first anniversary of such attainment date, (iii) 20% will vest on the second anniversary of such attainment date, and (iv) the remaining 10% will vest on the third anniversary of such attainment date (to the extent such anniversary occurs before December 31, 2027). To the extent any earned Performance Target share awards remain unvested as of December 31, 2027, such shares will vest on December 31, 2027. Vesting of performance share awards and shares of restricted stock issued in respect thereof is subject to the reporting person's continued employment with Issuer through the applicable vesting date.

Remarks:

	Brian Capo, Attorney-in-Fact for Michael Rowles	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Michael Rowles disclose on the Form 4 for LYV?

The filing shows conversion of 10,040 performance shares into restricted stock upon attainment of a stock-price target and 2,704 shares withheld for taxes.

How many shares does Michael Rowles beneficially own after the Aug 6, 2025 transactions?

Following the transactions reported, Rowles' direct beneficial ownership is 208,909 shares.

What was the tax withholding amount per share on the vested award?

The Form 4 reports shares withheld for taxes at $149.29 per share.

What is the vesting schedule for the restricted shares issued upon performance?

Vesting is 50% on achievement date, 20% on 8/6/2026, 20% on 8/6/2027, and 10% on 12/31/2027 (subject to employment).

Over what period were the performance targets measured for these awards?

Performance targets are measured over the period 1/1/2023 through 12/31/2027, using NYSE closing prices over sixty days.