Liberty Live (NASDAQ: LYV) restructures 2.375% exchangeable debentures tied to stock

Rhea-AI Filing Summary

Liberty Live Holdings, Inc., a major shareholder of Live Nation Entertainment, Inc., updated its LYV-linked exchangeable debt structure. On March 20, 2026, it exchanged $1,116,315,000 aggregate principal amount of its 2.375% Exchangeable Senior Debentures due 2053 for an equivalent principal amount of new 2.375% Exchangeable Senior Debentures due 2053.

Both the old and new debentures are exchangeable into the cash value of 9.5320 shares of Live Nation common stock per $1,000 original principal amount, with exchanges and puts settled in cash at the holder’s option. The new debentures give holders a put right on September 30, 2032, compared with September 30, 2028 for the old series, and include updated conditions for exchange, redemption, and fundamental change events, while keeping the stated maturity at September 30, 2053.

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^*

Liberty Live Holdings, Inc.

(Last) (First) (Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD COLORADO 80112

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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

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

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

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

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)	03/20/2026		A		$1,116,315,000		(3)(4)(5)	(6)	Common Stock	10,640,715	(1)	$33,685,000	D
New 2.375% Exch. Sr. Deben. due 2053 (obligation to sell)	(7)	03/20/2026		D			$1,116,315,000	(8)(9)(10)	(11)	Common Stock	10,640,715	(1)	$1,116,315,000	D

Explanation of Responses:

1. On March 20, 2026, the Reporting Person completed an exchange with certain holders of its 2.375% Exchangeable Senior Debentures due 2053 (the "Old Debentures"), pursuant to which the Reporting Person exchanged $1,116,315,000 aggregate principal amount of Old Debentures for an equivalent aggregate principal amount of new 2.375% Exchangeable Senior Debentures due 2053 (the "New Debentures").

2. Each $1,000 original principal amount of Old Debentures is exchangeable for the cash value of 9.5320 shares of the Issuer's common stock ("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 Old Debenture is exchangeable at the option of the holder during specified periods as set forth in Notes 4 and 5 below. Holders of the Old Debentures may put their Old Debentures to the Reporting Person on September 30, 2028, or prior thereto following the occurrence of a "fundamental change," and the Old 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 Old Debentures, would reduce the adjusted principal amount of the Old Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00.

4. Each Old Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the calendar quarter ending March 31, 2024, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Old Debenture; (ii) March 31, 2024, if the trading price of the Old Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to September 30, 2028; (iv) the Old Debenture is called for redemption; (v) the Reporting Person elects to transfer its obligations under the Old Debentures and the indenture governing the Old Debentures to a "qualified successor entity" that is a Non-Live QSE (as defined in the indenture) on or prior to September 30, 2028 (continued in Note 5 below)

5. (continued from Note 4) and the Reporting Person does not provide an irrevocable, full and unconditional guarantee expiring no earlier than September 30, 2028 of such qualified successor entity's payment obligations thereunder; and (vi) the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Old Debentures, would reduce the adjusted principal amount of the Old Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. The Old Debentures are also exchangeable at any time during the period commencing on July 1, 2028 through the close of business on the second scheduled trading day immediately preceding September 30, 2028, and during the period commencing on July 1, 2053 through the close of business on the second scheduled trading day immediately preceding the maturity date of the Old Debentures.

6. The Old Debentures expire on September 30, 2053.

7. Each $1,000 original principal amount of New 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 New Debentures pursuant to a holder's put right.

8. Each New Debenture is exchangeable at the option of the holder during specified periods as set forth in Notes 9 and 10 below. Holders of the New Debentures may put their New Debentures to the Reporting Person on September 30, 2032, or prior thereto following the occurrence of a "fundamental change," and the New Debentures may be redeemed by the Reporting Person, (i) in whole or in part, on or after September 30, 2032 at any time, (ii) in whole, but not in part, prior to September 30, 2032, 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 New Debentures, would reduce the adjusted principal amount of the New Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00.

9. Each New Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods: (i) if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the New Debenture; (ii) if the trading price of the New Debenture is less than 98% of the market value of the underlying Common Stock; (iii) after the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to September 30, 2032; (iv) after the New Debenture is called for redemption; (v) the Reporting Person elects to transfer its obligations under the New Debentures and the indenture governing the New Debentures to a "qualified successor entity" that is a Non-Live QSE (as defined in the indenture) on or prior to September 30, 2032 (continued in Note 10 below)

10. (continued from Note 9) and the Reporting Person does not provide an irrevocable, full and unconditional guarantee expiring no earlier than September 30, 2032 of such qualified successor entity's payment obligations thereunder; and (vi) the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the New Debentures, would reduce the adjusted principal amount of the New Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. The New Debentures are also exchangeable at any time during the period commencing on July 1, 2032 through the close of business on the second scheduled trading day immediately preceding September 30, 2032, and during the period commencing on July 1, 2053 through the close of business on the second scheduled trading day immediately preceding the maturity date of the New Debentures.

11. The New Debentures expire on September 30, 2053.

	Liberty Live Holdings, Inc. By: /s/ Brittany A. Uthoff Title: Vice President and Assistant Secretary	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Liberty Live report in this LYV Form 4?

Liberty Live reported an exchange of its existing 2.375% Exchangeable Senior Debentures due 2053 for a new series with the same coupon and principal. The transaction restructures debenture terms linked to Live Nation’s common stock but keeps the overall principal amount unchanged at $1,116,315,000.

How are Liberty Live’s LYV-linked debentures exchangeable into Live Nation stock?

Each $1,000 original principal amount of both the old and new debentures is exchangeable for the cash value of 9.5320 shares of Live Nation common stock. Any exchange or put is settled in cash by Liberty Live, so holders receive cash based on the underlying share value.

What changed between the old and new Liberty Live exchangeable debentures tied to LYV?

The principal terms now include a later put date and updated exchange conditions. Holders of the old debentures could put them on September 30, 2028, while holders of the new debentures may put them on September 30, 2032, with revised redemption and fundamental change mechanics but the same 2.375% coupon.

Do Liberty Live’s new exchangeable debentures affect Live Nation share issuance?

The debentures reference Live Nation common stock but are settled in cash by Liberty Live. Each $1,000 principal amount corresponds to the cash value of 9.5320 shares, meaning investors in the debentures receive cash, not Live Nation shares, when they exercise exchange or put rights.

When do Liberty Live’s LYV-linked exchangeable debentures mature?

Both the old and new 2.375% Exchangeable Senior Debentures are scheduled to expire on September 30, 2053. Holders have specified windows to exchange or put the debentures before maturity, including a main put date in 2032 for the new series under defined conditions.

Under what conditions can holders exchange Liberty Live’s new LYV-linked debentures?

Holders may exchange the new debentures during specified periods if conditions are met, such as Live Nation’s stock value exceeding 130% of the adjusted principal, the debenture trading below 98% of the stock’s value, certain fundamental changes, redemptions, or specified dividend-related triggers before September 30, 2032.