LYV Form 4: John Hopmans receives 39,005 restricted shares; 9,904 withheld

Rhea-AI Filing Summary

John Hopmans, EVP, M&A and Strategic Finance at Live Nation Entertainment (LYV), had 39,005 performance shares convert into restricted common stock on 08/06/2025 after a stock price target was met. Fifty percent of those shares vested on the attainment date; the remaining 50% vest in scheduled increments of 20%, 20% and 10% on the first, second and third anniversaries of the attainment date (with final vesting no later than December 31, 2028), subject to continued employment.

Of the shares issued, 9,904 were withheld for tax withholding at a price of $149.29 per share, leaving the reporting person with 212,486 shares beneficially owned following the reported transactions. The Form 4 was filed by one reporting person and documents these awards and withholdings.

Positive

• Performance target attained, triggering conversion of 39,005 performance shares into restricted common stock
• Clear vesting schedule disclosed: 50% vested on attainment, remaining 20%/20%/10% over three anniversaries (or by 12/31/2028)
• Detailed tax withholding reported (9,904 shares withheld at $149.29), showing administrative transparency

Negative

• Tax withholding reduced net issuance by 9,904 shares, lowering immediate incremental ownership
• Future vesting is conditional on continued employment, so a portion of the converted shares remains subject to forfeiture if employment ends
• Filing does not disclose the broader dilutive impact or the size of the award relative to outstanding shares

Insights

Financial Analyst

TL;DR: A performance target was met, converting 39,005 awards; 9,904 shares withheld for taxes, leaving 212,486 shares beneficially owned.

The filing documents the conversion of performance share awards into restricted stock following attainment of a stock-price-based performance target. The conversion generated 39,005 shares, of which 50% vested immediately and the balance vests over the next three years subject to continued employment. Tax withholding reduced the net issuance by 9,904 shares at $149.29 per share. For investors, this is a routine executive compensation vesting event confirming a performance milestone was achieved, but the filing itself does not provide information on total dilution, company financials, or material impact on market capitalization.

Corporate Governance Expert

TL;DR: Vesting terms are explicit and time‑based after attainment; remaining shares subject to employment condition and final 2028 catch‑up provision.

The disclosure clearly describes the award mechanics: performance shares convert upon meeting specified stock-price targets over a multi-year performance period, settlement occurred for 39,005 shares, and the issued restricted stock follows a 50%/20%/20%/10% vesting schedule with a backstop vesting date of December 31, 2028. The report also shows routine tax withholding of 9,904 shares. From a governance perspective, the filing provides transparent vesting conditions and demonstrates administration of tax withholding; it does not, however, include board deliberations or changes to plan terms.

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^*

Hopmans John

(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)
	EVP, M&A and Strategic Finance

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		39,005	A	$0(1)	222,390	D
Common Stock	08/06/2025		F		9,904(2)	D	$149.29	212,486	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			39,005(4)	(3)(5)	(3)(5)	Common Stock	39,005	$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 August 6, 2028, 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, 2024 and ending on December 31, 2028. 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 39,005 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, 2028). To the extent any earned Performance Target share awards remain unvested as of December 31, 2028, such shares will vest on December 31, 2028. 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 John Hopmans	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did John Hopmans report on Form 4 for Live Nation (LYV)?

He reported conversion of 39,005 performance shares into restricted common stock on 08/06/2025, with 9,904 shares withheld for taxes, resulting in 212,486 shares beneficially owned.

Why did 39,005 performance shares convert into common stock?

The conversion occurred because a stock price performance target (based on the NYSE closing price over 60 days) was met during the performance period.

What is the vesting schedule for the converted restricted stock?

Vesting is 50% on attainment, then 20% on the first anniversary, 20% on the second anniversary, and 10% on the third anniversary, with any remaining earned shares vesting by 12/31/2028, subject to continued employment.

How many shares were withheld for tax purposes and at what price?

9,904 shares were withheld for taxes at a reported price of $149.29 per share.

What is John Hopmans' role at Live Nation and how was the Form 4 filed?

He is reported as EVP, M&A and Strategic Finance and the Form 4 was filed by one reporting person.