Berchtold receives restricted LYV stock after performance target; 50% vested

Rhea-AI Filing Summary

Live Nation Entertainment's President & CFO Joe Berchtold reported that 100,402 performance shares converted into restricted stock after a stock-price performance target was met. Fifty percent of those shares vested immediately on 08/06/2025, while the remainder vests 20% on 08/06/2026, 20% on 08/06/2027 and 10% on 12/31/2027, subject to continued employment.

As part of the vesting, 27,034 shares were withheld for taxes at $149.29 per share. Following the reported transactions, Berchtold beneficially owns 982,012 shares directly. The award originates from the company's 2005 Stock Incentive Plan and reflects performance-share settlement mechanics rather than open-market purchases or sales.

Positive

• 100,402 performance shares converted to restricted stock, reflecting attainment of a company stock-price performance target
• 50% of the converted shares vested immediately, increasing the reporting person's current equity stake
• Beneficial ownership after the transactions is 982,012 shares held directly, demonstrating continued insider alignment

Negative

• 27,034 shares were withheld for taxes at a reported price of $149.29, reducing the net share increase from the vesting
• Remaining shares are subject to time-based vesting and continued employment, limiting immediate liquidity of the award

Insights

Financial Analyst

TL;DR: CFO Berchtold had 100,402 performance shares convert to restricted stock; 50% vested, 27,034 withheld for taxes; direct ownership now 982,012.

The conversion of 100,402 performance shares into restricted stock indicates the company met a specified stock-price performance target. Immediate vesting of 50% increases the executive's current alignment with shareholders while withheld shares for taxes reduced net addition. The remaining vesting schedule (20%/20%/10%) preserves retention incentives through 2027 and is conditioned on continued employment, limiting immediate sellable supply. This is a standard compensation settlement and not a liquidity-driven insider sale.

Corporate Governance Expert

TL;DR: The award settlement follows plan rules; staged vesting and employment conditions maintain retention and align pay with long-term share performance.

The reported transaction reflects plan-governed settlement of performance-based equity. The tiered vesting schedule and requirement of continued employment through vesting dates are typical governance features designed to tie executive reward to sustained stock performance. Withholding of 27,034 shares for taxes is a routine administrative step. From a governance perspective, the filing documents compensation realization rather than a governance concern or an unexpected disposition.

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^*

Berchtold Joe

(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)
	President & CFO

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		100,402	A	$0(1)	1,009,046	D
Common Stock	08/06/2025		F		27,034(2)	D	$149.29	982,012	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			100,402(4)	(3)(5)	(3)(5)	Common Stock	100,402	$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 100,402 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 Joe Berchtold	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 Joe Berchtold report on the Form 4 for Live Nation (LYV)?

He reported that 100,402 performance shares converted into restricted stock upon achievement of a performance target, with 50% vesting immediately.

How many LYV shares does Joe Berchtold beneficially own after the reported transactions?

Following the reported transactions he beneficially owns 982,012 shares directly.

Were any shares withheld or sold in connection with the vesting?

27,034 shares were withheld for tax purposes at a price of $149.29 per share.

What is the vesting schedule for the remaining restricted shares?

After the initial 50% vested on 08/06/2025, the remainder vests 20% on 08/06/2026, 20% on 08/06/2027, and 10% on 12/31/2027, subject to continued employment.

Under which plan were the performance shares awarded?

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