LYV Form 4: Michael Rapino Converts 150,604 Performance Shares to Restricted Stock

Rhea-AI Filing Summary

Michael Rapino, President & CEO and a director of Live Nation Entertainment (LYV), received 150,604 restricted shares upon conversion of performance shares after attainment of a stock-price performance target under the company's 2005 Stock Incentive Plan (amended March 21, 2024). The award stems from performance targets measured over a period beginning July 1, 2022 and ending December 31, 2027.

Fifty percent of the issued restricted shares vested immediately; the remainder vests 20% on the second anniversary of the attainment date, 20% on the third anniversary, and the final 10% on the third anniversary or on December 31, 2027 if earlier. 40,551 shares were withheld to satisfy tax obligations at an effective price of $149.29 per share, resulting in reported beneficial ownership of 4,313,462 shares after the withholding (4,354,013 before withholding). Vesting of remaining shares is conditioned on continued employment.

Positive

• 150,604 performance shares converted into restricted stock upon meeting a stock-price performance target
• The award includes a structured vesting schedule (50% at attainment; remaining 20%/20%/10%) that extends through 2027, promoting multi-year alignment
• Filing explicitly documents tax withholding (40,551 shares) and resulting post-transaction ownership, improving transparency

Negative

• 40,551 shares were withheld to satisfy taxes, reducing immediate shareholdings
• A portion of shares remain unvested and subject to continued employment, meaning full ownership is not yet realized

Insights

Financial Analyst

TL;DR: The CEO received 150,604 restricted shares tied to a stock-price performance metric; most restrictions remain subject to multi-year vesting.

The conversion of 150,604 performance shares into restricted stock reflects attainment of a long-term price-based performance target covering July 1, 2022 through December 31, 2027. Half of the shares vested immediately and the balance vests over the following two to three years, aligning compensation with sustained stock performance and continued employment. 40,551 shares were withheld for taxes at a reported price of $149.29 per share. The filing reports beneficial ownership of 4,313,462 shares after the withholding. Given the limited scope of the transaction details, the disclosure is routine for executive equity compensation and provides clarity on timing and tax treatment but does not by itself indicate material change to capital structure.

Corporate Governance Expert

TL;DR: A performance-based award converted to restricted stock with a staggered vesting schedule and continued-employment conditions.

The award was issued under the issuer's amended 2005 Stock Incentive Plan and converts earned performance share awards into restricted stock when a performance target is met. The vesting schedule (50% at attainment, then 20%/20%/10% over subsequent anniversaries, with a December 31, 2027 catch-up provision) reinforces retention through the performance period. The filing notes that vesting remains subject to the reporting person’s continued employment, which is a standard governance mechanism to align executive incentives with long-term shareholder interests. The disclosure also documents tax-withholding mechanics and resulting post-transaction beneficial ownership levels.

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

OMB APPROVAL

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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^*

Rapino 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		150,604	A	$0(1)	4,354,013	D
Common Stock	08/06/2025		F		40,551(2)	D	$149.29	4,313,462	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			150,604(4)	(3)(5)	(3)(5)	Common Stock	150,604	$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 July 1, 2022 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 150,604 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 second anniversary of such attainment date, (iii) 20% will vest on the third 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 Rapino	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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FAQ

What did Live Nation (LYV) CEO Michael Rapino receive?

The reporting person received 150,604 restricted shares upon conversion of performance shares after attainment of a stock-price performance target.

How many shares were withheld for taxes and at what price?

40,551 shares were withheld for tax purposes at an effective price of $149.29 per share.

What is the vesting schedule for the restricted shares?

Vesting is 50% at attainment, then 20% on the second anniversary, 20% on the third anniversary, and 10% on the third anniversary or December 31, 2027 if earlier.

What is the reporting person's beneficial ownership after the transaction?

The filing reports beneficial ownership of 4,313,462 shares after the tax withholding (4,354,013 before withholding).

Under which plan were the performance shares granted?

The award was issued under the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated March 21, 2024.