Liberty Media Corp - 15 Dec 2025 Form 4 Insider Report for Live Nation Entertainment, Inc. (LYV)

Footnote F1

The transactions reported herein relate to the Split-Off as defined and described in the below Remarks section. In connection with such Split-Off, the Reporting Person's shares of common stock (the "Common Stock") of the Issuer, 2.375% Exchangeable Senior Debentures due 2053 (the "Debentures") and the Forward Contracts (defined below) were transferred to (or were retained by) Liberty Live Holdings, Inc. ("Liberty Live"). As the transfer (or retention) of each of the Common Stock, the Debentures and the Forward Contracts was part of a larger reorganization transaction involving the Reporting Person and Liberty Live, the Reporting Person does not admit that there was a sale for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Footnote F2

Each $1,000 original principal amount of Debentures is exchangeable for the cash value of 9.5320 shares of Common Stock. The Reporting Person shall cash settle any exchange at the option of the holder or any purchase of the Debentures pursuant to a holder's put right.

Footnote F3

Each Debenture is exchangeable at the option of the holder during specified periods. Holders of the Debentures may put their Debentures to the Reporting Person on September 30, 2028, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the Reporting Person, (i) in whole or in part, on or after September 30, 2028 at any time, (ii) in whole, but not in part, prior to September 30, 2028, after the occurrence of certain conditions or events or (iii) in whole, but not in part, at any time after the Issuer declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the adjusted principal amount of the Debentures to $0.00 or such adjusted principal amount is otherwise reduced to $0.00. As a result of the Split-Off, the holders of the Debentures may put their Debentures to the issuer of the Debentures on January 29, 2026.

Footnote F4

The Debentures expire on September 30, 2053.

Footnote F5

At the effective time of the Split-Off, a supplemental indenture to the Debentures transferred the Debentures and the obligations thereunder to Liberty Live. Prior to the Split-Off, the Debentures were held directly by the Reporting Person.

Footnote F6

On May 28, 2025, LN Holdings 1, LLC ("Counterparty") entered into agreements establishing the terms and conditions of variable forward transactions (the "Forward Contracts") with four unaffiliated third party buyers (the "Buyers"). On May 28, 2025, the aggregate number of shares of common stock of the Issuer subject to the Forward Contracts was set at 10,488,960 (the "Number of Shares") and the initial share price was set at $137.4500, pursuant to the terms of the Forward Contracts, as further described in Notes 7 and 8 below.

Footnote F7

The Forward Contracts obligate Counterparty to deliver to the Buyers, in the aggregate, up to the Number of Shares over a specified period ending in the first quarter of 2027 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty is entitled to elect to receive prepayment amounts of up to the present value at such time or times of approximately $1.15 billion, in the aggregate.

Footnote F8

Counterparty has agreed to pledge a number of shares of common stock of the Issuer equal to the Number of Shares (the "Pledge Shares") to secure its obligations under the Forward Contracts, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects to receive prepayment amounts and elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $109.9600. As noted above, alternatively Counterparty may choose to deliver a cash amount in lieu of such shares.