Form 4: Liberty Global Executive Adjusts Equity Holdings Following Sunrise Communications Spin-Off

Liberty Global's EVP & CFO, Charles H.R. Bracken, reports adjustments to his equity holdings, including restricted share units and share appreciation rights, following the spin-off of Sunrise Communications AG.

Summary

• Charles H.R. Bracken, EVP & CFO of Liberty Global, has reported adjustments to his equity holdings.
• These adjustments are a result of the spin-off of Sunrise Communications AG on November 8, 2024.
• The adjustments include changes to the number of Class A and Class C common shares underlying share options, share appreciation rights (SARs), and restricted share units (RSUs).
• The exercise prices of share options and SARs were also adjusted to maintain the intrinsic value of these securities preand post-spin-off.
• Bracken received 1,378 restricted share units (RSUs) linked to Class A common shares and 1,365 RSUs linked to Class C common shares.
• He also holds a significant number of share appreciation rights (SARs) with various vesting dates and exercise prices, including 90,720 SARs exercisable on May 1, 2025, and 664,366 SARs exercisable on April 13, 2031, linked to Class A common shares.
• Similarly, he holds 181,198 SARs exercisable on May 1, 2025, and 1,316,227 SARs exercisable on April 13, 2031, linked to Class C common shares.
• The adjustments were made to preserve the value of the securities after the spin-off.

Sentiment

Score: 7

Explanation: The document is a routine regulatory filing detailing adjustments to executive compensation following a spin-off. It is neutral in tone and reflects standard corporate practice. The adjustments are expected and do not indicate any significant positive or negative sentiment.

Positives

• The adjustments to equity awards ensure that the intrinsic value of the securities is preserved following the spin-off.
• The reporting person's holdings of share appreciation rights (SARs) provide potential for future gains based on the company's performance.

Risks

• The value of share appreciation rights (SARs) is dependent on the future performance of Liberty Global's stock price.
• Changes in market conditions could impact the value of the equity holdings.

Future Outlook

The document does not contain any specific forward-looking statements or guidance beyond the vesting schedules of the equity awards.

Management Comments

• The disclosures herein reflect adjustments to equity awards previously granted. No new awards were made.
• The Issuer effected a spin-off of Sunrise Communications AG (the Spin-Off) on November 8, 2024.
• In the ordinary course of business and under the terms of the Issuer's equity incentive plans, equity awards held by the Issuer's employees and directors have been adjusted to reflect the distribution made in the Spin-Off.

Industry Context

This filing is a routine disclosure related to executive compensation and is a common practice following corporate actions like spin-offs. It reflects the company's adherence to regulatory requirements and its commitment to maintaining the value of employee equity awards.

Comparison to Industry Standards

• Adjusting equity awards following a spin-off is a standard practice among publicly traded companies to ensure that employees are not negatively impacted by the corporate restructuring.
• Companies like Comcast and Charter Communications, which also operate in the telecommunications and media space, have similar equity compensation structures and would likely make similar adjustments following a spin-off or other major corporate event.
• The vesting schedules and exercise prices of the share appreciation rights are typical for executive compensation packages in the industry.

Stakeholder Impact

• The adjustments to equity awards ensure that the executive's compensation remains aligned with the company's performance.
• Shareholders are informed of the changes in executive holdings, which is part of standard transparency practices.

Next Steps

• The share appreciation rights will vest according to their respective schedules.
• The restricted share units will vest on March 1, 2025, provided the reporting person does not sell, transfer or otherwise dispose of the Bonus Shares through such date.

Key Dates

Keywords

Liberty Global, equity holdings, share appreciation rights, restricted share units, spin-off, Sunrise Communications, executive compensation, SEC Form 4, LBTYA, LBTYK, LBTYB