Form 4: Liberty Live CEO's Equity Adjusted Post-Spin-Off

Liberty Live Holdings CEO Chad Hollingsworth's equity holdings and awards were adjusted following Liberty Media Corporation's redemption of Liberty Live common stock.

Summary

• Chad Hollingsworth, CEO & President of Liberty Live Holdings, Inc. (LLYVK), reported changes in beneficial ownership.
• On December 15, 2025, Liberty Media Corporation redeemed its Series A, B, and C Liberty Live common stock for corresponding series of Liberty Live Group common stock of Liberty Live Holdings, Inc.
• Hollingsworth's 644 shares of Series C Liberty Live Group Common Stock were exchanged as part of this redemption.
• His Restricted Stock Units (RSUs) totaling 4,754 and 442 units, and Stock Options for 2,192 shares, were adjusted due to anti-dilution provisions.
• These adjustments ensure that each Live RSU and Live Award was exchanged for an equivalent number of shares or options in Liberty Live Holdings, Inc.
• The adjustments were approved by the Issuer's board of directors under Rule 16b-3 of the Securities Exchange Act of 1934.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of equity adjustments following a corporate restructuring, indicating neither positive nor negative operational performance or strategic shifts. It's a technical compliance filing.

Positives

• Anti-dilution provisions ensured that the reporting person's equity awards (RSUs and stock options) maintained equivalent value and share count following the corporate redemption.
• The adjustments were approved by the Issuer's board of directors, indicating proper corporate governance and compliance with Rule 16b-3.

Future Outlook

The reporting person's stock option award will vest 50% on December 8, 2026, following an initial 50% vesting on December 8, 2025. Restricted Stock Units have expiration dates in December 2026, and stock options expire in December 2030.

Management Comments

• On December 15, 2025, Liberty Media Corporation ('Liberty Media') redeemed (the 'Redemption') each share of its Series A Liberty Live common stock, Series B Liberty Live common stock and Series C Liberty Live common stock for one share of the corresponding series of Liberty Live Group common stock of Liberty Live Holdings, Inc. (the 'Issuer').
• Each restricted stock unit represents a contingent right to receive one share of Series C Liberty Live Group common stock.
• In connection with the Redemption, all restricted stock units held by the reporting person with respect to Liberty Media's Liberty Live common stock... were adjusted pursuant to the anti-dilution provisions of the incentive plan... such that each Live RSU was exchanged for a restricted stock unit with respect to an equivalent number of shares of the corresponding series of the Issuer's Liberty Live Group common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
• In connection with the Redemption, all option awards held by the reporting person with respect to Liberty Media's Liberty Live common stock... were adjusted pursuant to the anti-dilution provisions of the incentive plan... such that each Live Award was exchanged for an option to purchase an equivalent number of shares of the corresponding series of the Issuer's Liberty Live Group common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act.

Industry Context

This filing reflects a common practice in corporate spin-offs or reorganizations, particularly within complex holding company structures like those often seen in the media and entertainment sectors. The adjustment of executive equity awards ensures continuity of incentive alignment and fair treatment of executives during such transitions, which are frequent strategies for unlocking shareholder value or streamlining operations.

Comparison to Industry Standards

• The anti-dilution adjustments for executive equity awards (RSUs and stock options) are standard practice during corporate spin-offs or redemptions to ensure that executives' incentives remain aligned and their vested or unvested equity value is preserved. This is consistent with how companies like Warner Bros. Discovery (post-AT&T spin-off) or Paramount Global (post-ViacomCBS merger) handled executive compensation adjustments.
• The board's approval of these adjustments under Rule 16b-3 of the Exchange Act is a standard governance procedure to exempt certain transactions between an issuer and its officers or directors from the short-swing profit recovery provisions of Section 16(b), provided specific conditions are met. This ensures compliance and transparency in executive compensation matters during corporate restructuring.

Corporate Governance

Related Party Transactions

• The redemption of Liberty Media Corporation's Liberty Live common stock for Liberty Live Holdings, Inc. common stock can be considered a related party transaction, as Liberty Live Holdings, Inc. was previously part of Liberty Media's structure.

Stakeholder Impact

• Shareholders: The filing reflects the completion of a corporate action (redemption/spin-off) that would have already been communicated to shareholders. The adjustments ensure executive incentives remain aligned with the new corporate structure.
• Employees (specifically Chad Hollingsworth): Ensures the continuity and value of his equity compensation following the corporate restructuring, maintaining his long-term incentives.

Next Steps

• Continued vesting of the stock option award, with 50% vesting on December 8, 2026.
• Expiration of Restricted Stock Units on December 3, 2026, and December 9, 2026.
• Expiration of stock options on December 8, 2030.

Key Dates

Keywords

Liberty Live Holdings, LLYVK, Chad Hollingsworth, SEC Form 4, Insider Transaction, Equity Adjustment, Restricted Stock Units, Stock Options, Corporate Redemption, Spin-off, Anti-dilution, Executive Compensation