Live Nation (NYSE: LYV) CEO Rapino exercises options, adjusts holdings

Rhea-AI Filing Summary

Live Nation Entertainment President & CEO and director Michael Rapino reported insider transactions dated 12/15/2025. He exercised stock options covering 282,024 shares of common stock at an exercise price of $19.36 per share, converting them into directly held shares.

To satisfy the option exercise price and related tax withholdings, 169,657 shares underlying the exercised options were withheld. He also disposed of 112,367 shares of common stock at a price of $141.66 per share. After these transactions, Rapino directly beneficially owned 4,290,996 shares of Live Nation common stock, and the footnotes state that he holds approximately 4.5 million shares and equity awards in total, along with options to acquire additional shares. The options exercised were originally granted in 2016 and would have expired in February 2026 if not exercised during the issuer’s final open trading window for insiders.

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^*

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)
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		M		282,024	A	$19.36	4,573,020	D
Common Stock	12/15/2025		F		169,657(1)	D	$141.66	4,403,363	D
Common Stock	12/15/2025		D		112,367	D	$141.66	4,290,996	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
Stock Option (buy)	$19.36	12/15/2025		M			282,024	(2)	02/09/2026	Common Stock	282,024	$0	0	D

Explanation of Responses:

1. These shares underlying the stock options reflected in Table II were withheld to satisfy payment of the stock option exercise price and tax withholdings.

2. The Reporting Person exercised stock options granted in 2016 that would otherwise have expired in February 2026 if not exercised during the Issuer's final open trading window for insiders (the "window") prior to such scheduled expiration of the 10-year term of the stock options. The window closed at the conclusion of the date on which these transactions were effectuated and will not reopen, and thus the Reporting Person would not have another opportunity to exercise the stock options, prior to the scheduled expiration of the stock options in February 2026. Following these transactions, the Reporting Person holds approximately 4.5 million shares of the Issuer's common stock and equity awards, consisting of both common stock and restricted stock holdings (as reflected in Table I above), and options to acquire additional shares of common stock.

Remarks:

	Brian Capo, Attorney-in-Fact for Michael Rapino	12/17/2025
	** 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 insider transactions did Live Nation (LYV) CEO Michael Rapino report?

Michael Rapino reported insider transactions dated 12/15/2025, including exercising stock options for 282,024 shares of Live Nation common stock at an exercise price of $19.36 per share. In connection with this and other transactions, he had 169,657 shares withheld to cover the option exercise price and tax withholdings and disposed of an additional 112,367 shares at $141.66 per share.

How many Live Nation (LYV) shares does Michael Rapino own after these transactions?

Following the reported transactions, Michael Rapino directly beneficially owned 4,290,996 shares of Live Nation common stock. A footnote further states that, after these transactions, he holds approximately 4.5 million shares and equity awards in total, consisting of common stock and restricted stock, as well as options to acquire additional shares of common stock.

Why did Michael Rapino exercise his Live Nation stock options in December 2025?

The footnotes explain that the options exercised were granted in 2016 and would otherwise have expired in February 2026 if not exercised during the issuer’s final open trading window for insiders before that scheduled expiration. The window closed at the end of the date on which these transactions were effectuated, and he would not have another opportunity to exercise those options before their scheduled expiration.

What happened to the stock options listed in Table II of this Live Nation (LYV) filing?

The derivative security in Table II is a stock option (buy) with an exercise price of $19.36. On 12/15/2025, Michael Rapino exercised these options (transaction code M) for 282,024 underlying shares of common stock. After this exercise, the number of derivative securities beneficially owned for this option position was reported as 0.

How were the 169,657 Live Nation shares referenced in the filing treated?

The filing explains that 169,657 shares underlying the exercised stock options were withheld to satisfy payment of the stock option exercise price and related tax withholdings. These withheld shares are reported as a disposition with transaction code F and a value of $141.66 per share.

What roles does Michael Rapino hold at Live Nation (LYV)?

Michael Rapino is identified in the filing as both a Director and an Officer of Live Nation Entertainment, Inc., serving specifically as the company’s President & CEO.