SCHEDULE: ValueAct Funds Reduce Liberty Live Stake Below 5%

ValueAct Capital's affiliated funds have reduced their beneficial ownership of Liberty Live Holdings, Inc. common stock to below the 5% threshold, terminating their Schedule 13D filing obligation.

Summary

• This filing is an amendment to a Schedule 13D, indicating a change in beneficial ownership of Liberty Live Holdings, Inc. common stock by several ValueAct Capital affiliated entities.
• The reporting persons, including VA Partners I, LLC, ValueAct Capital Master Fund, L.P., ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P., ValueAct Holdings II, L.P., ValueAct Holdings GP, LLC, ValueAct Strategic Global Master Fund, L.P., and VA Partners Strategic Global, LLC, collectively held a significant stake.
• As of the date of the filing, the reporting persons may be deemed beneficial owners of 1,275,273 shares of Common Stock, representing approximately 4.99% of the Issuer's outstanding Common Stock.
• This percentage is based on 25,573,685 outstanding shares as of April 30, 2026.
• The filing also notes that ValueAct Master Fund holds 2,593,536 shares of Series C Liberty Live Group Common Stock, and ValueAct Strategic Global holds 61,252 shares of Series C Liberty Live Group Common Stock.
• Crucially, as of June 15, 2026, the reporting persons have ceased to be beneficial owners of more than five percent of the Issuer's Common Stock, thereby terminating their obligation to file a Schedule 13D.
• Exhibit 1 details transactions in the Common Stock over the previous 60 days, exclusively showing sales by ValueAct Master Fund and ValueAct Strategic Global.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a slightly negative sentiment due to a significant investor reducing their stake below a key reporting threshold, which can be perceived as a lack of confidence.

Positives

• The reporting persons have successfully reduced their stake below the 5% threshold, which may indicate a strategic decision to de-risk or reallocate capital.
• The transactions detailed in Exhibit 1 show a consistent pattern of sales, allowing for orderly divestment over the past 60 days.

Negatives

• The reduction in ownership by a significant investor like ValueAct Capital could be interpreted negatively by the market, potentially signaling a lack of confidence or a change in investment strategy.
• The sales occurred across a range of prices, with some significant sales happening at lower price points (e.g., $88.81 on June 4, 2026).

Risks

• The primary risk highlighted is the termination of the Schedule 13D filing obligation due to ownership falling below 5%, which could lead to reduced market visibility for the reporting persons' intentions.
• While not explicitly stated as a risk, a significant shareholder reducing their stake can sometimes precede further negative developments or signal a lack of conviction in future growth.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company. The outlook pertains to the reporting persons' cessation of beneficial ownership exceeding 5%.

Management Comments

• "As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 1,275,273 shares of Common Stock, representing approximately 4.99% of the Issuer's outstanding Common Stock."
• "As of the date hereof, ValueAct Master Fund also holds 2,593,536 shares of Series C Liberty Live Group Common Stock."
• "As of the date hereof, ValueAct Strategic Global also holds 61,252 shares of Series C Liberty Live Group Common Stock."
• "As of June 15, 2026, the Reporting Persons have ceased to be beneficial owners of more than five percent of Issuer's Common Stock, and accordingly, their obligation to file a Schedule 13D has been terminated."

Industry Context

StockSavvy.ai notes that a Schedule 13D filing is typically made by investors who acquire a significant stake (over 5%) in a public company. The termination of this filing obligation by ValueAct Capital suggests a strategic shift, potentially indicating a reduced conviction in the short-to-medium term prospects of Liberty Live Holdings, Inc., or a reallocation of capital to other investment opportunities.

Stakeholder Impact

• Shareholders: The reduction in ownership by ValueAct Capital may lead to short-term market uncertainty or a perception of reduced institutional support, potentially impacting share price.
• Management: May face increased scrutiny or questions regarding the company's performance and strategy from remaining investors.
• Creditors/Suppliers: No direct impact indicated, as the filing concerns equity ownership and not operational or financial distress.

Next Steps

• The reporting persons have terminated their obligation to file a Schedule 13D.
• The company, Liberty Live Holdings, Inc., will continue its operations as usual, subject to market conditions and its own strategic initiatives.

Key Dates

Recommendation

The filing indicates a reduction in ownership by a significant investor, which can be a negative signal. However, without further information on the company's performance or ValueAct's specific reasons, a 'hold' recommendation is prudent, suggesting investors monitor the situation without making immediate drastic decisions.

Keywords

Schedule 13D, Liberty Live Holdings, ValueAct Capital, Beneficial Ownership, Common Stock, SEC Filing, Amendment, Shareholder, Investment Management