Form 4: Liberty Live Chairman Exchanges Series A for Series C Stock

Robert R. Bennett, Chairman of Liberty Live Holdings, exchanged 197,481 shares of Series A common stock for an equivalent number of Series C common stock with a trust affiliated with John C. Malone.

Summary

• Robert R. Bennett, Chairman of the Board and a Director of Liberty Live Holdings, Inc. (LLYVK), reported an exchange of common stock.
• On December 29, 2025, Bennett completed an exchange of a total of 197,481 shares of Series A Liberty Live Group Common Stock for an equivalent number of Series C Liberty Live Group Common Stock.
• This transaction was executed pursuant to a Stock Exchange Agreement dated October 8, 2025, with a trust affiliated with Mr. John C. Malone.
• The exchange involved shares held directly, through the Deborah Bennett Revocable Trust (114 shares), and through Hilltop Investments III, LLC (197,367 shares), an entity wholly owned by Bennett and his spouse.
• Prior to the exchange, on December 22, 2025, Hilltop Investments, LLC transferred 5,626 shares of Series A Liberty Live Group common stock to Hilltop Investments III, LLC.

Sentiment

Score: 5

Explanation: The transaction is an exchange of shares between significant insiders, not a market sale or purchase. It appears to be a pre-arranged restructuring of holdings, which is generally neutral unless the specific implications of Series A vs. Series C (e.g., voting rights) are known and significant. The filing itself does not provide this context.

Positives

• The transaction represents a pre-arranged, strategic agreement between significant shareholders, indicating coordinated long-term planning.
• The exchange of an 'equivalent number' of shares suggests a non-dilutive restructuring of holdings rather than a sale or purchase impacting the company's capital structure.

Negatives

• The filing does not provide details on the specific differences in rights or value between Series A and Series C common stock, making a full assessment of the implications for the reporting person's beneficial ownership or control difficult without external context.

Future Outlook

NA

Management Comments

• On December 29, 2025, pursuant to a Stock Exchange Agreement with a trust affiliated with Mr. John C. Malone ("Mr. Malone") dated October 8, 2025, the Reporting Person completed an exchange of 197,481 shares of Series A Liberty Live Group Common Stock beneficially owned by the Reporting Person for an equivalent number of shares of Series C Liberty Live Group Common Stock beneficially owned by Mr. Malone.
• The Reporting Person disclaims beneficial ownership of these shares.

Industry Context

This is an insider transaction specific to Liberty Live Holdings and its key stakeholders. It does not directly relate to broader industry trends, though the structure of Liberty companies (often with multiple share classes and complex ownership structures involving John C. Malone) is a known characteristic within the media/telecom investment space.

Related Party Transactions

• The exchange of shares was conducted with a trust affiliated with Mr. John C. Malone, a significant figure often associated with Liberty companies, indicating a related party transaction.

Stakeholder Impact

• Shareholders: The exchange of shares between key insiders could potentially alter the distribution of voting power if Series A and Series C have different voting rights, though the filing states an 'equivalent number' of shares were exchanged. Without further information on the share class differences, the direct impact on other shareholders is unclear but likely minimal in terms of overall economic interest.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Key Dates

Keywords

Liberty Live Holdings, LLYVK, Robert R. Bennett, John C. Malone, SEC Form 4, insider transaction, stock exchange, common stock, Series A, Series C, corporate governance