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Live Nation (NYSE: LYV) details Liberty Media exit after Liberty Live split-off

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Form Type
4

Rhea-AI Filing Summary

Liberty Media Corporation, a director and 10% owner of Live Nation Entertainment, Inc. (LYV), reported transactions tied to completing the split-off of its Liberty Live Group on December 15, 2025. In this split-off, Liberty Media’s Live Nation common stock, 2.375% exchangeable senior debentures due 2053 and variable forward sale contracts were transferred to or retained by Liberty Live Holdings, Inc. as part of a larger reorganization.

The filing shows dispositions of 50,185,694 directly held Live Nation common shares and 19,459,339 shares held through wholly owned subsidiaries, leaving Liberty Media with zero shares beneficially owned after the transactions. Debentures with principal of $1,150,000,000, exchangeable into 10,961,800 Live Nation shares, and forward contracts covering 10,488,960 shares were also moved in connection with the split-off. As a result, Liberty Media ceased to have an equity interest in Live Nation and is no longer subject to Section 16 reporting requirements for this issuer.

Positive

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Insights

Liberty Media moved its Live Nation stake and related instruments to Liberty Live, ending its direct equity interest and Section 16 status.

Liberty Media Corporation, previously a director and 10% owner of Live Nation Entertainment, Inc., completed a split-off of its Liberty Live Group on December 15, 2025. In connection with this transaction, all Live Nation common stock it beneficially owned, the 2.375% exchangeable senior debentures due 2053 and the variable forward contracts were transferred to or retained by Liberty Live Holdings, Inc.. The Form 4 shows dispositions of 50,185,694 directly held shares and 19,459,339 shares held through wholly owned subsidiaries, reducing Liberty Media’s beneficial ownership to 0 and ending its Section 16 obligations for Live Nation.

The exchangeable debentures represent a sizeable economic exposure: each $1,000 original principal amount is exchangeable for the cash value of 9.5320 Live Nation shares. The filing cites aggregate principal of $1,150,000,000, referencing 10,961,800 underlying shares. Holders may exchange during specified periods and can put the debentures on September 30, 2028, with an additional put right on January 29, 2026 as a result of the split-off. A supplemental indenture transferred the debentures and related obligations from Liberty Media to Liberty Live at the effective time.

The forward contracts, entered on May 28, 2025 by LN Holdings 1, LLC, initially covered 10,488,960 Live Nation shares at an initial share price of $137.4500. Counterparty may elect to receive prepayment amounts up to approximately $1.15 billion in aggregate and has pledged 10,488,960 shares as collateral, retaining voting rights. Over a valuation period ending in Q1 2027, fewer than 10,488,960 shares would be delivered if the average share price exceeds $109.9600, or an equivalent cash amount may be delivered instead. Following the split-off and contribution, these forward exposures and the underlying pledge are aligned with Liberty Live rather than Liberty Media.

Insider Liberty Media Corp
Role Director, 10% Owner
Type Security Shares Price Value
Other 2.375% Exch. Sr. Debentures due 2053 (obligation to sell) 0 $0.00 --
Other Forward sale contract (obligation to sell) 10,488,960 $0.00 --
Other Common Stock 50,185,694 $0.00 --
Other Common Stock 19,459,339 $0.00 --
Holdings After Transaction: 2.375% Exch. Sr. Debentures due 2053 (obligation to sell) — 0 shares (Indirect, Held through wholly owned subsidiary); Forward sale contract (obligation to sell) — 0 shares (Indirect, Held through wholly owned subsidiary); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Held through wholly owned subsidiaries)
Footnotes (1)
  1. The transactions reported herein relate to the Split-Off as defined and described in the below Remarks section. In connection with such Split-Off, the Reporting Person's shares of common stock (the "Common Stock") of the Issuer, 2.375% Exchangeable Senior Debentures due 2053 (the "Debentures") and the Forward Contracts (defined below) were transferred to (or were retained by) Liberty Live Holdings, Inc. ("Liberty Live"). As the transfer (or retention) of each of the Common Stock, the Debentures and the Forward Contracts was part of a larger reorganization transaction involving the Reporting Person and Liberty Live, the Reporting Person does not admit that there was a sale for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each $1,000 original principal amount of Debentures is exchangeable for the cash value of 9.5320 shares of Common Stock. The Reporting Person shall cash settle any exchange at the option of the holder or any purchase of the Debentures pursuant to a holder's put right. Each Debenture is exchangeable at the option of the holder during specified periods. Holders of the Debentures may put their Debentures to the Reporting Person on September 30, 2028, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the Reporting Person, (i) in whole or in part, on or after September 30, 2028 at any time, (ii) in whole, but not in part, prior to September 30, 2028, after the occurrence of certain conditions or events or (iii) in whole, but not in part, at any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. As a result of the Split-Off, the holders of the Debentures may put their Debentures to the issuer of the Debentures on January 29, 2026. The Debentures expire on September 30, 2053. At the effective time of the Split-Off, a supplemental indenture to the Debentures transferred the Debentures and the obligations thereunder to Liberty Live. Prior to the Split-Off, the Debentures were held directly by the Reporting Person. On May 28, 2025, LN Holdings 1, LLC ("Counterparty") entered into agreements establishing the terms and conditions of variable forward transactions (the "Forward Contracts") with four unaffiliated third party buyers (the "Buyers"). On May 28, 2025, the aggregate number of shares of common stock of the Issuer subject to the Forward Contracts was set at 10,488,960 (the "Number of Shares") and the initial share price was set at $137.4500, pursuant to the terms of the Forward Contracts, as further described in Notes 7 and 8 below. The Forward Contracts obligate Counterparty to deliver to the Buyers, in the aggregate, up to the Number of Shares over a specified period ending in the first quarter of 2027 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty is entitled to elect to receive prepayment amounts of up to the present value at such time or times of approximately $1.15 billion, in the aggregate. Counterparty has agreed to pledge a number of shares of common stock of the Issuer equal to the Number of Shares (the "Pledge Shares") to secure its obligations under the Forward Contracts, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects to receive prepayment amounts and elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $109.9600. As noted above, alternatively Counterparty may choose to deliver a cash amount in lieu of such shares.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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*
Liberty Media Corp
(Last) (First) (Middle)
12300 LIBERTY BOULEVARD
(Street)
ENGLEWOOD CO 80112
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
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 12/15/2025 J(1) 50,185,694 D (1) 0 D
Common Stock 12/15/2025 J(1) 19,459,339 D (1) 0 I Held through wholly owned subsidiaries
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
2.375% Exch. Sr. Debentures due 2053 (obligation to sell) (2)(3) 12/15/2025 J(1) $1,150,000,000 (2)(3) (4) Common Stock 10,961,800 (2)(3) 0 I Held through wholly owned subsidiary(5)
Forward sale contract (obligation to sell) (6)(7)(8) 12/15/2025 J(1) 10,488,960 (6)(7)(8) (6)(7)(8) Common Stock 10,488,960 (6) 0 I Held through wholly owned subsidiary
Explanation of Responses:
1. The transactions reported herein relate to the Split-Off as defined and described in the below Remarks section. In connection with such Split-Off, the Reporting Person's shares of common stock (the "Common Stock") of the Issuer, 2.375% Exchangeable Senior Debentures due 2053 (the "Debentures") and the Forward Contracts (defined below) were transferred to (or were retained by) Liberty Live Holdings, Inc. ("Liberty Live"). As the transfer (or retention) of each of the Common Stock, the Debentures and the Forward Contracts was part of a larger reorganization transaction involving the Reporting Person and Liberty Live, the Reporting Person does not admit that there was a sale for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. Each $1,000 original principal amount of Debentures is exchangeable for the cash value of 9.5320 shares of Common Stock. The Reporting Person shall cash settle any exchange at the option of the holder or any purchase of the Debentures pursuant to a holder's put right.
3. Each Debenture is exchangeable at the option of the holder during specified periods. Holders of the Debentures may put their Debentures to the Reporting Person on September 30, 2028, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the Reporting Person, (i) in whole or in part, on or after September 30, 2028 at any time, (ii) in whole, but not in part, prior to September 30, 2028, after the occurrence of certain conditions or events or (iii) in whole, but not in part, at any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. As a result of the Split-Off, the holders of the Debentures may put their Debentures to the issuer of the Debentures on January 29, 2026.
4. The Debentures expire on September 30, 2053.
5. At the effective time of the Split-Off, a supplemental indenture to the Debentures transferred the Debentures and the obligations thereunder to Liberty Live. Prior to the Split-Off, the Debentures were held directly by the Reporting Person.
6. On May 28, 2025, LN Holdings 1, LLC ("Counterparty") entered into agreements establishing the terms and conditions of variable forward transactions (the "Forward Contracts") with four unaffiliated third party buyers (the "Buyers"). On May 28, 2025, the aggregate number of shares of common stock of the Issuer subject to the Forward Contracts was set at 10,488,960 (the "Number of Shares") and the initial share price was set at $137.4500, pursuant to the terms of the Forward Contracts, as further described in Notes 7 and 8 below.
7. The Forward Contracts obligate Counterparty to deliver to the Buyers, in the aggregate, up to the Number of Shares over a specified period ending in the first quarter of 2027 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty is entitled to elect to receive prepayment amounts of up to the present value at such time or times of approximately $1.15 billion, in the aggregate.
8. Counterparty has agreed to pledge a number of shares of common stock of the Issuer equal to the Number of Shares (the "Pledge Shares") to secure its obligations under the Forward Contracts, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects to receive prepayment amounts and elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $109.9600. As noted above, alternatively Counterparty may choose to deliver a cash amount in lieu of such shares.
Remarks:
On December 15, 2025, the Reporting Person completed the split-off of its Liberty Live Group (the "Split-Off"), which was effected by the Reporting Person redeeming each share of its Series A Liberty Live common stock ("LLYVA"), Series B Liberty Live common stock ("LLYVB") and Series C Liberty Live common stock ("LLYVK") for one share of the corresponding series of Liberty Live Group common stock of Liberty Live, with no shares of LLYVA, LLYVB or LLYVK remaining outstanding. Prior to the completion of the Split-Off, the Reporting Person contributed to Liberty Live (or, to the extent such assets and liabilities were already held by Liberty Live or its subsidiaries, Liberty Live retained), among other assets and liabilities, (i) all of the shares of Common Stock beneficially owned by the Reporting Person, (ii) the Debentures and (iii) the Forward Contracts (collectively, the "Contribution"). As a result of the Split-Off, including the Contribution, (i) the Reporting Person ceased to have an equity interest in the Issuer and (ii) the Reporting Person ceased to be subject to the obligations of Section 16 of the Exchange Act with respect to the Issuer.
Liberty Media Corporation By: /s/ Brittany A. Uthoff Title: Vice President and Assistant Secretary 12/16/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Liberty Media do with its Live Nation (LYV) shares?

Liberty Media disposed of its Live Nation stake in connection with a split-off, reporting transactions in which its Common Stock was transferred to or retained by Liberty Live Holdings, Inc.. After these transactions, Liberty Media reported zero Live Nation shares beneficially owned.

How many Live Nation (LYV) shares were involved in Liberty Media’s Form 4?

The Form 4 reports dispositions of 50,185,694 directly held Live Nation common shares and 19,459,339 shares held through wholly owned subsidiaries, with the amount of securities beneficially owned following the transactions shown as 0.

What forward sale contracts tied to Live Nation stock are described in this filing?

On May 28, 2025, LN Holdings 1, LLC entered into variable forward contracts covering 10,488,960 Live Nation shares at an initial share price of $137.4500. The counterparty may receive prepayment amounts up to approximately $1.15 billion and has pledged 10,488,960 shares, with final settlement based on average share price during a valuation period ending in Q1 2027.

Does Liberty Media still have reporting obligations under Section 16 for Live Nation (LYV)?

No. The remarks state that as a result of the split-off and related contribution, Liberty Media ceased to have an equity interest in Live Nation and ceased to be subject to the obligations of Section 16 of the Exchange Act with respect to the issuer.

Who now holds the debentures and obligations previously tied to Liberty Media’s Live Nation position?

The filing notes that, at the effective time of the split-off, a supplemental indenture transferred the debentures and the obligations thereunder to Liberty Live. Before the split-off, the debentures were held directly by Liberty Media.