DEF 14A of Liberty Live Holdings, Inc., Mar 26, 2026

DEF 14A of Liberty Live Holdings, Inc.

Filed Mar 26, 20260001104659-26-035193

Open on EDGAR

  1. Michael E. Hurelbrink

    | Director Attendance at Annual Meetings | 25 | | Stockholder Communication with Directors | 25 | | Executive Sessions | 25 | | DIRECTOR COMPENSATION | 26 | | Nonemployee Directors | 26 | | Director Compensation Table | 27 | | PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL | 28 | | Vote and Recommendation | 28 | | Audit Fees and All Other Fees | 28 | | Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 29 | | AUDIT COMMITTEE REPORT | 30 | | PROPOSAL 3 – The SAY-ON-PAY PROPOSAL | 31 | | Advisory Vote | 31 | | Vote and Recommendation | 31 | | PROPOSAL 4 – THE SAY-ON-FREQUENCY PROPOSAL | 32 | | Advisory Vote | 32 | | Vote and Recommendation | 32 | | EXECUTIVE OFFICERS | 34 | | EXECUTIVE COMPENSATION | 36 | | Compensation Discussion and Analysis | 36 | | Summary Compensation Table | 40 | | Executive Compensation Arrangements | 40 | | Grants of Plan-Based Awards | 41 | | Option Grant Practices | 41 | | Outstanding Equity Awards at Fiscal Year End | 42 | | Option Exercises and Stock Vested | 43 | | Potential Payments Upon Termination or Change in Control | 43 | | Benefits Payable Upon Termination or Change in Control | 45 | | Pay Versus Performance | 46 | | EQUITY COMPENSATION PLAN INFORMATION | 50 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 51 | | Security Ownership of Certain Beneficial Owners | 51 | | Security Ownership of Management | 54 | | Hedging Disclosure | 55 | | Changes in Control | 55 | | Delinquent Section 16(a) Reports | 55 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 56 |

  2. OUR DIRECTOR NOMINEE

    OUR DIRECTOR NOMINEE

  3. OUR DIRECTOR NOMINEE

    | | BILL KURTZ | | | | Director Since: 2025 Independent Director | Committee(s): Nominating and Corporate Governance (Chair); Audit; Compensation | | | Mr. Kurtz brings to our Board significant financial expertise and executive leadership experience. | |

  4. BOARD OF DIRECTORS OVERVIEW

    BOARD OF DIRECTORS OVERVIEW We are asking our stockholders to elect Bill Kurtz to continue serving as a Class I member of our Board until the 2029 annual meeting of stockholders or his earlier resignation or removal. Our Board of Directors currently consists of five directors, divided among three classes. Our Class I director, whose term will expire at the 2026 annual meeting, is Bill Kurtz. This director is nominated for election to our Board to continue serving as a Class I director, and we have been informed that Mr. Kurtz is willing to continue serving as a director of our company. The term of the Class I director who is elected at the annual meeting will expire at the annual meeting of our stockholders in the year 2029. Our Class II directors, whose term will expire at the annual meeting of our stockholders in the year 2027, are David J.A. Flowers and Carl E. Vogel. Our Class Ill directors, whose term will expire at the annual meeting of our stockholders in the year 2028, are Robert R. Bennett and Derek Chang. Mr. Kurtz joined our Board in connection with our split-off from Liberty Media in December 2025 (the Split-Off). Mr. Kurtz will be standing for election by our stockholders for the first time at the annual meeting. If the director nominee should decline election or should become unable to serve as a director of our company for any reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board of Directors. The following lists the nominee for election as a director at the annual meeting and the four directors of our company whose term of office will continue after the annual meeting, and includes as to each person how long such person has been a director of our company, such person’s professional background, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our Board of Directors. For additional information on our Board’s evaluation of the director candidate or incumbent directors seeking re-election, see “Corporate Governance—Board Criteria and Director Candidates.” The number of shares of our common stock beneficially owned by each director is set forth in this proxy statement under the caption “Security Ownership of Certain Beneficial Owners and Management.” The members of the nominating and corporate governance committee have determined that Mr. Kurtz, who is nominated for election at the annual meeting, continues to be qualified to serve as a director of our company and such nomination was approved by the entire Board of Directors.

  5. NOMINEE FOR ELECTION AS DIRECTOR

    NOMINEE FOR ELECTION AS DIRECTOR

  6. NOMINEE FOR ELECTION AS DIRECTOR

    | | Bill Kurtz | Director Since: December 2025 Age: 57 Committees: Nominating and Corporate Governance (Chair); Audit; Compensation Independent Director |

  7. NOMINEE FOR ELECTION AS DIRECTOR

    Mr. Kurtz brings to our Board significant financial expertise and executive leadership experience.

  8. NOMINEE FOR ELECTION AS DIRECTOR

    | Professional Background: • Senior Advisor to the Chief Executive Officer of DSST Public Schools, a STEM-focused public charter school network, since June 2024 and previously served as Chief Executive Officer from 2004 to June 2024 • Director of AdvancEDU since 2023 • Director and Chair of the Audit Committee of National Alliance for Public Charter Schools since 2020 • Director of Cross Purpose since 2020 | Public Company Directorships: None Former Public Company Directorships: None |

  9. DIRECTORS WHOSE TERM EXPIRES IN 2027

    DIRECTORS WHOSE TERM EXPIRES IN 2027

  10. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | David J.A. Flowers | Director Since: December 2025 Age: 71 Committees: Compensation (Chair); Audit; Nominating and Corporate Governance Independent Director |

  11. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Mr. Flowers brings to our Board significant financial, investment and public company experience as a senior finance executive of large public companies. His extensive experience leading finance and business development initiatives in the technology, media and telecommunications areas is a significant asset to our Board.

  12. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Previously served in various executive positions at Liberty Media and its predecessors from 1995 until his retirement in June 2014 • Worked in various treasury positions at Toronto Dominion Bank and ended his career there as a Managing Director of Media Telecom | Public Company Directorships: None Former Public Company Directorships: • CIIG Merger Corp. II (2021 – 2023) • CIIG Merger Corp. (2019 – 2021) • Interval Leisure Group, Inc. (2008 – 2018) • Sirius XM (2009 – 2014) |

  13. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Carl E. Vogel | Director Since: December 2025 Age: 68 Committees: Audit (Chair); Compensation; Nominating and Corporate Governance Independent Director |

  14. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Mr. Vogel brings extensive executive experience spanning more than four decades in the media distribution industry in North America. Mr. Vogel has demonstrated strong operational leadership and consistent financial discipline in challenging and competitive situations while maintaining the highest level of personal integrity and transparency.

  15. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Private investor and an industry advisor focused on media and communications for KKR & Co Inc., a global investment firm. • Founder of Bulldog Capital Partners, Inc., a vehicle focused on the telecommunications, media and telecom sector as well as advisory and co-investment opportunities with private equity investors, in 2009 • Interim Chief Executive Officer of Production Resource Group, a KKR portfolio company from March 2025 to 2026 and serves on the board of directors since 2024 • Vice Chairman and President of Dish Network LLC from 2005 until 2009 • President and Chief Executive Officer of Charter from 2001 until 2005 • Executive officer in various capacities for companies affiliated with Liberty Media from 1998 to 2001. | Public Company Directorships: Non-Liberty Public Company Directorships: • Live Nation (April 2025 – present) • AMC Networks (2013 – present) Former Public Company Directorships: • Sphere Entertainment Company (April 2020 – June 2025) • Sirius XM (April 2011 – September 2024) • Dish Network Corporation (June 2005 – May 2021) |

  16. DIRECTORS WHOSE TERM EXPIRES IN 2028

    DIRECTORS WHOSE TERM EXPIRES IN 2028

  17. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | | Robert R. Bennett | Chairman of the Board Director Since: December 2025; Chairman since December 2025 Age: 67 Committees: Executive |

  18. DIRECTORS WHOSE TERM EXPIRES IN 2028

    Mr. Bennett brings to our Board in-depth knowledge of the media and telecommunications industry. He has experience in significant leadership positions with Liberty Media and its predecessor, especially as the current Chairman of Liberty Media and formerly the Vice Chairman of Liberty Media and Chief Executive Officer and President of its predecessor, and provides our company with strategic insights. Mr. Bennett also has an in-depth understanding of finance, and has held various financial management positions during the course of his career.

  19. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | Professional Background: • Chairman of our company since December 2025 • Managing Director of Hilltop Investments LLC, a private investment company, since 2005 • Chairman of Liberty Media since January 2026; Vice Chairman from January 2025 – December 2025 • Chief Executive Officer of the predecessor to Liberty Media (Old Liberty) from April 1997 to August 2005 and its President from April 1997 to February 2006; held various executive positions with Old Liberty from 1991 to 1997 | Public Company Directorships: • Liberty Media (September 2011 – present) Non-Liberty Public Company Directorships: • Flutter Entertainment plc (July 2024 – present) Former Public Company Directorships: • HP, Inc. (July 2013 – April 2025) • Warner Bros. Discovery (April 2022 – March 2023) • Discovery (September 2008 – April 2022) • Old Liberty (September 1994 – December 2011) • Demand Media, Inc. (January 2011 – February 2014) • Sprint Corporation (October 2006 – November 2016) • DHC (May 2005 – September 2008) |

  20. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | | Derek Chang | Director Since: December 2025 Age: 58 Committees: Executive |

  21. DIRECTORS WHOSE TERM EXPIRES IN 2028

    Mr. Chang brings to our Board extensive knowledge of media, entertainment and sports industries across all global markets with particular focus on the US and Asia Pacific. He brings considerable operating and financial expertise from his leadership roles and operational experience from his policy making positions at NBA China, DIRECTV, Scripps and Charter.

  22. DIRECTORS WHOSE TERM EXPIRES IN 2028

    | Professional Background: • President and Chief Executive Officer of Liberty Media since February 2025 • Cofounder and director of EverPass Media, LLC since April 2023; Executive Chairman from April 2023 to January 2025 • Chief Executive Officer of Friend MTS Ltd., a provider of content security technology, cloud video security services and related applications to media, from May 2021 to December 2021 • Chief Executive Officer of NBA China, from June 2018 to May 2020 • Head of International Lifestyle Channels from July 2016 to April 2018 and Managing Director of Asia Pacific operations from April 2013 to July 2016 for Scripps, a media company until its merger with Discovery Communications • Executive Vice President of Content Strategy and Development of DIRECTV (and its predecessor, The DirecTV Group, Inc.), a television service provider, from March 2006 to January 2013 • Executive Vice President—Finance and Strategy of Charter, a cable television and broadband services provider, from December 2003 to April 2005 and as its interim Co-Chief Financial Officer from August 2004 to April 2005 • Executive Vice President—Development of the Yankees Entertainment and Sports Network, a pay television company that broadcasts New York Yankees baseball and Brooklyn Nets basketball games, from its inception in 2001 to January 2003 • Director of Playfly Sports, LLC from February 2023 to January 2025 • Director of Professional Fighters League from June 2021 to February 2023 | Public Company Directorships: • Liberty Media (March 2021 – present) • Liberty Broadband (May 2025 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: • Isos Acquisition Corp. (March 2021 – December 2021) • Vobile Group Limited (July 2020 – June 2021) • STARZ (January 2013 – June 2013) |

  23. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation of our nonemployee directors for 2025.

  24. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | All Other Compensation ($) | Total ($) | | David J.A. Flowers | 12,747 | 78,830 | 78,492 | — | 170,069 | | Bill Kurtz | 12,747 | — | 156,984 | — | 169,731 | | Carl E. Vogel | 12,967 | — | 156,984 | — | 169,951 |

  25. DIRECTOR COMPENSATION TABLE

    (1) Robert R. Bennett, our Executive Chairman, is a director of our company and a named executive officer, and received no additional compensation for serving as director of our company during 2025. Derek Chang is a director of our company and received no additional compensation for serving as a director of our company during 2025. (2) As of December 31, 2025, our directors (other than Mr. Bennett, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the below equity awards with respect to shares of our common stock. Except as described in “—Director RSU Grants” and “—Director Option Grants” above, awards held by the director were granted by Liberty Media prior to the Split-Off and were substituted by our company into RSUs or options, as applicable, with respect to LLYVK.

  26. DIRECTOR COMPENSATION TABLE

    | | Derek Chang | David J.A. Flowers | Bill Kurtz | Carl E. Vogel | | Options (#) | | | | | | LLYVK | 114,030 | 2,309 | 4,618 | 4,618 | | RSUs (#) | | | | | | LLYVK | 62,051 | 934 | — | — |

  27. DIRECTOR COMPENSATION TABLE

    (3) Reflects the grant date fair value of RSUs awarded, which has been computed based on the closing price of LLYVK shares on the grant date in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC Topic 718), but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 12 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our 2025 Form 10-K). The aggregate grant date fair value of the stock option awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 12 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our 2025 Form 10-K). We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2026. Even if the selection of KPMG LLP is ratified, the audit committee of our Board of Directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, 2026. A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting and will have the opportunity to make a statement if he or she so desires.

  28. EQUITY INCENTIVE COMPENSATION

    EQUITY INCENTIVE COMPENSATION

  29. Equity Awards Outstanding at Time of Split-Off

    Equity Awards Outstanding at Time of Split-Off Prior to the Split-Off, Liberty Media had granted Mr. Bennett options with respect to Liberty Media’s Series A Liberty Live common stock and Messrs. Hollingsworth and Wendling and Ms. Wilm options and RSUs with respect to Liberty Media’s Series C Liberty Live common stock, which were adjusted and substituted for options and RSUs, as applicable, relating to LLYVA and LLYVK, as applicable, in accordance with the antidilution provisions of the Liberty Media incentive plan under which they were granted. These awards are described below.

  30. Other NEO Awards

    Other NEO Awards Performance-based RSUs. In May 2025, Liberty Media granted to Messrs. Hollingsworth and Wendling and Ms. Wilm 1,241, 3,180 and 6,205 performance-based RSUs with respect to its Series C Liberty Live common stock. These RSUs vest subject to the satisfaction of performance objectives set by the compensation committee of the board of directors of Liberty Media. In connection with the Split-Off, these RSUs were substituted by our company into RSUs with respect to LLYVK (the Assumed 2025 Performance-based RSUs), subject to the same terms and conditions of the original RSUs granted by Liberty Media. Our compensation committee reviewed the 2025 financial performance of our company along with the 2025 personal performance of Messrs. Hollingsworth and Wendling and Ms. Wilm. Our compensation committee approved vesting in full of the Assumed 2025 Performance-based RSUs based on their assessment of individual performance against the goals established in connection with the performance cash bonus program along with general observations of their leadership and executive performance. Time-based RSUs. In December 2025, Liberty Media granted to Messrs. Hollingsworth and Wendling and Ms. Wilm 4,754, 3,046 and 5,942 time-based RSUs with respect to its Series C Liberty Live common stock. These RSUs will vest on December 3, 2026. In connection with the Split-Off, these RSUs were substituted by our company into RSUs with respect to LLYVK (the Assumed 2025 Time-based RSUs), subject to the same terms and conditions of the original RSUs granted by Liberty Media. Multiyear Equity Awards. In December 2023, Liberty Media granted to each of Messrs. Hollingsworth and Wendling and Ms. Wilm a multiyear stock option award (the 2023 LMC Multiyear Options) and a multiyear RSU award (the 2023 LMC Multiyear RSUs), which collectively equaled the value of the annual grants that were expected to be granted to each for the period from January 1, 2024 through December 31, 2026. Approximately two-thirds of the 2023 LMC Multiyear Options vested prior to the Split-Off and the remaining one-third will vest on December 8, 2026, and the 2023 LMC Multiyear Options expire on the seventh anniversary of the grant date. Approximately two-thirds of the 2023 LMC Multiyear RSUs vested prior to the Split-Off and the remaining one-third will vest on December 9, 2026. In connection with the Split-Off, the unexercised portion of the 2023 LMC Multiyear Options that was granted by Liberty Media with respect to Liberty Media’s Series C Liberty Live common stock (whether vested prior to the Split-Off or unvested and scheduled to vest on December 8, 2026) and the unvested portion of the 2023 LMC Multiyear RSUs that was granted by Liberty Media with respect to Liberty Media’s Series C Liberty Live common stock, in each case, were substituted by our company into options and RSUs, as applicable, with respect to LLYVK (the Assumed 2023 Multiyear Options and Assumed 2023 Multiyear RSUs, respectively), subject to the same terms and conditions of the original 2023 LMC Multiyear Options and 2023 LMC Multiyear RSUs that were granted with respect to Liberty Media’s Series C Liberty Live common stock.

  31. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE We did not pay any compensation to our named executive officers in 2025. As described above, any equity awards held by the named executive officers were granted by Liberty Media prior to the Split-Off and substituted with awards with respect to LLYVA and LLYVK, as applicable. Our named executive officers’ entire base salaries and annual performance bonuses are paid by Liberty Media, even though a portion of such base salary and annual performance bonus may ultimately be borne by our company. Although our named executive officers’ base salaries, annual performance bonuses and time spent for our company are considered when determining the management fee, no portion of our named executive officers’ entire base salary or annual performance bonus is reflected in a “Summary Compensation Table” of our company given that there is not a specific portion thereof allocated to our company.

  32. EQUITY INCENTIVE PLANS

    EQUITY INCENTIVE PLANS The 2025 incentive plan is designed to provide additional remuneration to eligible officers and employees of our company, our nonemployee directors and independent contractors and employees of Liberty Media providing services to us and to encourage their investment in our capital stock, thereby increasing their proprietary interest in our business. Non-qualified stock options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing may be granted under the 2025 incentive plan (collectively, as used in this description of the 2025 incentive plan, awards). The maximum number of shares of our common stock with respect to which awards may be granted is 15,000,000 shares, subject to anti-dilution and other adjustment provisions of the 2025 incentive plan. No nonemployee director may be granted during any calendar year awards having a value (as determined on the grant date of such award) in excess of $1 million. Shares of our common stock issuable pursuant to awards will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company, including shares purchased on the open market. The 2025 incentive plan is administered by the compensation committee with regard to all awards granted under the 2025 incentive plan (other than awards granted to the nonemployee directors which may be administered by our full Board of Directors or the compensation committee), and the compensation committee has full power and authority to determine the terms and conditions of such awards. The 2025 incentive plan is the only incentive plan under which awards will be made. In connection with the Split-Off, equity incentive awards with respect to our common stock were issued in connection with adjustments made to outstanding options and RSUs with respect to shares of Liberty Media Series A Liberty Live common stock and Series C Liberty Live common stock which were granted to our employees, including our named executive officers, pursuant to the various stock incentive plans administered by the Liberty Media board of directors or the compensation committee thereof. These awards were issued pursuant to the Liberty Live Holdings, Inc. Transitional Stock Adjustment Plan (the transitional plan), which governs the terms of such awards but will not be used to make any additional grants following the Split-Off.

  33. PAY RATIO INFORMATION

    PAY RATIO INFORMATION We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. Hollingsworth, our chief executive officer on December 31, 2025, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies. To identify our median employee, we first determined our employee population as of December 31, 2025, which consisted of employees located in the U.S., the United Kingdom, the Netherlands, Qatar, the United Arab Emirates and Australia representing all full-time, part-time, seasonal and temporary employees employed by our company and our subsidiary, Quint, on that date. Using information from our payroll records and Form W-2s, we then measured each employee’s gross wages for 2025, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, if any, realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a leave of absence in 2025. Also, we did not annualize the compensation of our temporary or seasonal employees. In addition, we did not make any cost-of-living adjustments to the gross wages information. We determined the median employee’s total compensation for the portion of 2025 following the Split-Off, including any perquisites and other benefits, in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table above. Our median employee’s compensation post Split-Off was $2,667 and our Chief Executive Officer’s compensation post Split-Off was $0, given that we did not pay or grant any compensation to our named executive officers in 2025. Based on this information, the ratio of the compensation post Split-Off of Mr. Hollingsworth, our Chief Executive Officer, to our median employee was estimated to be 0:1. If Mr. Hollingsworth’s Assumed 2025 Time-based RSUs, whereby the underlying restricted stock units granted by Liberty Media were granted just prior to the Split-Off with a grant date value equal to $385,217, were included in the ratio, the ratio of our Chief Executive Officer’s total annual compensation to that of the median employee would have been 144:1.

  34. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS We did not grant any equity awards to our named executive officers in 2025. As described above, any equity awards held by the named executive officers were granted by Liberty Media prior to the Split-Off and substituted with awards with respect to LLYVA and LLYVK, as applicable.

  35. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of December 31, 2025 and held by the named executive officers, including their legacy Liberty Media equity awards with respect to Liberty Media’s Series A Liberty Live common stock and Series C Liberty Live common stock before the Split-Off and converted by our company into equity awards with respect to our LLYVA and LLYVK common stock, as applicable, in connection with the Split-Off.

  36. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option awards | | | | | Stock awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Robert R. Bennett | | | | | | | | | | | Option Award | | | | | | | | | | | LLYVA | — | 100,000(1) | — | 78.57 | 12/03/2032 | — | — | — | — | | Chad R. Hollingsworth | | | | | | | | | | | Option Award | | | | | | | | | | | LLYVK | 1,096 | 1,096(2) | — | 33.97 | 12/08/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | LLYVK | — | — | — | — | — | — | — | 1,241(3) | 103,202 | | LLYVK | — | — | — | — | — | 442(4) | 36,757 | — | — | | LLYVK | — | — | — | — | — | 4,754(5) | 395,343 | — | — | | Brian J. Wendling | | | | | | | | | | | Option Award | | | | | | | | | | | LLYVK | 5,614 | 2,808(2) | — | 33.97 | 12/08/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | LLYVK | — | — | — | — | — | — | — | 3,180(3) | 264,449 | | LLYVK | — | — | — | — | — | 1,133(4) | 94,220 | — | — | | LLYVK | — | — | — | — | — | 3,046(5) | 253,305 | — | — | | Renee L. Wilm | | | | | | | | | | | Option Awards | | | | | | | | | | | LLYVK | 604 | — | — | 20.03 | 12/10/2027 | — | — | — | — | | LLYVK | 4,295 | — | — | 45.33 | 12/10/2027 | — | — | — | — | | LLYVK | 10,956 | 5,478(2) | — | 33.97 | 12/08/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | LLYVK | — | — | — | — | — | — | — | 6,205(3) | 516,008 | | LLYVK | — | — | — | — | — | 2,210(4) | 183,784 | — | — | | LLYVK | — | — | — | — | — | 5,942(5) | 494,137 | — | — |

  37. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Reflects the Executive Chairman Options, which vest in five substantially equal installments on each of December 3, 2026, December 3, 2027, December 3, 2028, December 3, 2029 and December 3, 2030. (2) Reflects the Assumed 2023 Multiyear Options, the final tranche of which vests on December 8, 2026. (3) Represents the target number of Assumed 2025 Performance-based RSUs that each of Messrs. Hollingsworth and Wendling and Ms. Wilm could earn based on performance in 2025. (4) Reflects the remaining vesting tranche of the Assumed 2023 Multiyear RSUs, which vest on December 9, 2026. Reflects the Assumed 2025 Time-based RSUs, which vest on December 3, 2026.

  38. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED There was no vesting of RSUs in 2025 and none of our named executive officers exercised stock options.

  39. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the potential payments to our named executive officers if their employment had terminated or a change in control had occurred, in each case, as of December 31, 2025, which was the last day of our last completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time. The amounts provided in the table are based on the closing market price on December 31, 2025 for LLYVA, which was $81.50, and LLYVK, which was $83.16. The value of the RSUs shown in the table is based on the applicable closing market price and the number of unvested RSUs that would have vested in the applicable termination scenario according to the terms of the applicable award.

  40. TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON

    TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON As of December 31, 2025, Mr. Bennett’s unvested equity award was his Executive Chairman Options and Messrs. Hollingsworth and Wendling and Ms. Wilm’s unvested equity awards were the last vesting tranche of each of their Assumed 2023 Multiyear RSUs and Assumed 2023 Multiyear Options and their Assumed 2025 Performance-based RSUs and Assumed 2025 Time-based RSUs. Upon a termination of employment without cause as of December 31, 2025, for Mr. Bennett, subject to his execution of a release of claims, the Executive Chairman Options would have become vested and, for Messrs. Hollingsworth and Wendling and Ms. Wilm, the final vesting tranches of the Assumed 2023 Multiyear RSUs and Assumed 2023 Multiyear Options would have vested and the Assumed 2025 Performance-based RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. Messrs. Hollingsworth and Wendling and Ms. Wilm would have forfeited the Assumed 2025 Time-based RSUs. None of our executive officers are entitled to any severance pay or other benefits upon a termination without cause.

  41. DEATH

    DEATH In the event of death of any of the named executive officers, the incentive plans and applicable award agreements would have provided for vesting of any outstanding options and the lapse of restrictions on any RSU awards. None of the named executive officers would have been entitled to any severance pay or other benefits from our company if he or she had died while employed by our company, assuming a termination date as of December 31, 2025.

  42. DISABILITY

    DISABILITY If the employment of any of the named executive officers had been terminated due to disability, which is defined in the incentive plans or applicable award agreements, such plans or agreements would have provided for vesting of any outstanding options and the lapse of restrictions on any RSUs.

  43. CHANGE IN CONTROL

    CHANGE IN CONTROL In case of a change in control, the incentive plans provide for vesting of any outstanding options and the lapse of restrictions on any RSU awards held by the named executive officers. A change in control is generally defined as: • The acquisition by a non-exempt person (as defined in the incentive plans) of beneficial ownership of at least 20% of the combined voting power of the then outstanding shares of our company ordinarily having the right to vote in the election of directors, other than pursuant to a transaction approved by our Board of Directors. • The individuals constituting our Board of Directors over any two consecutive years cease to constitute at least a majority of the Board, subject to certain exceptions that permit the Board to approve new members by approval of at least two-thirds of the remaining directors. Any merger, consolidation or binding share exchange that causes (i) the persons who were common stockholders of our company immediately prior thereto to lose their proportionate interest in the common stock or voting power of the successor or to have less than a majority of the combined voting power of the then outstanding shares ordinarily having the right to vote in the election of directors, (ii) the sale of substantially all of the assets of our company, (iii) the dissolution of our company or (iv) the individuals constituting our Board of Directors immediately prior to the merger, consolidation or binding share exchange to continue to constitute less than a majority of the Board of Directors immediately following the merger, consolidation or binding share exchange.

  44. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

  45. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Voluntary Termination Without Good Reason ($) | Termination for Cause ($) | Termination Without Cause or for Good Reason ($) | Death ($) | Disability ($) | After a Change in Control ($) | | Robert R. Bennett | | | | | | | | Options | —(1) | —(2) | 293,000(3) | 293,000(4) | 293,000(4) | 293,000(5) | | Total | — | — | 293,000 | 293,000 | 293,000 | 293,000 | | Chad R. Hollingsworth | | | | | | | | Options | 53,912(1) | —(2) | 107,824(3) | 107,824(4) | 107,824(4) | 107,824(5) | | RSUs | —(1) | —(2) | 139,958(3) | 535,301(4) | 535,301(4) | 535,301(5) | | Total | 53,912 | — | 247,783 | 643,125 | 643,125 | 643,125 | | Brian J. Wendling | | | | | | | | Options | 276,153(1) | —(2) | 414,278(3) | 414,278(4) | 414,278(4) | 414,278(5) | | RSUs | —(1) | —(2) | 358,669(3) | 611,974(4) | 611,974(4) | 611,974(5) | | Total | 276,153 | — | 772,947 | 1,026,253 | 1,026,253 | 1,026,253 | | Renee L. Wilm | | | | | | | | Options | 739,536(1) | —(2) | 1,008,999(3) | 1,008,999(4) | 1,008,999(4) | 1,008,999(5) | | RSUs | —(1) | —(2) | 699,791(3) | 1,193,928(4) | 1,193,928(4) | 1,193,928(5) | | Total | 739,536 | — | 1,708,790 | 2,202,927 | 2,202,927 | 2,202,927 |

  46. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    (1) Mr. Bennett would have forfeited the Executive Chairman Options and Messrs. Hollingsworth and Wendling and Ms. Wilm would have forfeited the Assumed 2025 Performance-based RSUs, Assumed 2025 Time-based RSUs, Assumed 2023 Multiyear RSUs and unvested portion of their Assumed 2023 Multiyear Options, in each case, if his or her employment had been terminated by him or her as of December 31, 2025. Messrs. Hollingsworth’s and Wentling’s and Ms. Wilm’s vested options would remain outstanding and exercisable in accordance with their terms. The value of their vested options is included in the table. (2) If each of Messrs. Bennett, Hollingsworth and Wendling and Ms. Wilm was terminated by our company for “cause” as of December 31, 2025, all of his or her outstanding option and RSU grants would have been forfeited. (3) Based on (i) the number of vested options held by such named executive officer as of December 31, 2025 and (ii) for Mr. Bennett, the number of Executive Chairman Options that would have vested, subject to his execution of a release, and (iii) for Messrs. Hollingsworth and Wendling and Ms. Wilm, (a) the number of Assumed 2025 Performance-based RSUs which would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee, (b) the number of Assumed 2023 Multiyear RSUs and Assumed 2023 Multiyear Options that would have vested, in each case, if he or she was terminated without cause as of December 31, 2025 and (c) the number of Assumed 2025 Time-based RSUs that would have been forfeited, in each case, if he or she was terminated without cause as of December 31, 2025. As described above, our compensation committee vested 100% of the Assumed 2025 Performance-based RSUs, which are reflected in the table above. (4) Based on (i) the number of vested options held by such named executive officer as of December 31, 2025 and (ii) for Mr. Bennett, the number of Executive Chairman Options that would have vested, and (iii) for Messrs. Hollingsworth and Wendling and Ms. Wilm, (a) the number of Assumed 2025 Performance-based RSUs which would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee and (b) the number of Assumed 2025 Time-based RSUs, Assumed 2023 Multiyear RSUs and Assumed 2023 Multiyear Options that would have vested, in each case, if he or she was terminated due to death or disability as of December 31, 2025. As described above, our compensation committee vested 100% of the Assumed 2025 Performance-based RSUs, which are reflected in the table above. Upon a change of control, we have assumed for purposes of the tabular presentation above that all of the Executive Chairman Options, Assumed 2025 Performance-based RSUs and Assumed 2025 Time-based RSUs and the unvested portions of the Assumed 2023 Multiyear Options and Assumed 2023 Multiyear RSUs would have vested. The table includes the value of Messrs. Hollingsworth’s and Wendling’s and Ms. Wilm’s vested options.

  47. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of our company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable; and (3) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest in the covered year, as applicable.

  48. PAY VERSUS PERFORMANCE

    | | PEO(1) | | Non-PEO NEOs(1) | | Value of initial fixed $100 investment based on: | | | (millions) | | | Year | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(3) | Total Shareholder Return (“TSR”) ($)(4) | | Peer Group TSR ($)(5) | Net Income ($)(6) | Adjusted OIBDA ($)(7) | | 2025 | — | 495,499 | — | 1,550,566 | LLYVA | 122.45 | 136.16 | (87) | (20) | | | | | | | LLYVK | 122.19 | | | |

  49. PAY VERSUS PERFORMANCE

    (1) Our Principal Executive Officer (PEO) was Mr. Hollingsworth. Our named executive officers other than our PEO (non-PEO NEOs) were Messrs. Bennett and Wendling and Ms. Wilm. (2) Reflects, for Mr. Hollingsworth, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated (which, in each case, for 2025 was $0). (3) Represents the compensation actually paid to Mr. Hollingsworth and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:

  50. PAY VERSUS PERFORMANCE

    | Compensation actually paid to PEO and Non-PEO NEOs | | | | | | | | | | | As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | | | | Year | Total | Stock Awards | Option Awards | Fair Value at Year End of Awards Granted During Year that Remain Outstanding and Unvested at Year End(c) | Year-over- Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested at Year End(d) | Fair Value at Vesting Date of Awards Granted and Vested in Same Year(e) | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted in Prior Year and Vested in Covered Year(f) | Total Compensation Actually Paid | | PEO | | | | | | | | | | 2025 | — | — | — | 395,343 | (3,045) | 103,202 | — | 495,499 | | Non-PEO NEOs | | | | | | | | | | 2025 | — | — | — | 1,298,088 | (7,674) | 260,152 | — | 1,550,566 |

  51. The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K include equity

    The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K include equity awards with respect to our common stock that were issued in connection with adjustments made to outstanding equity awards with respect to shares of Liberty Media’s former Series A Liberty Live common stock and Series C Liberty Live common stock in connection with the Split-Off. (c) Reflects, with respect to Mr. Hollingsworth, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year. (d) Reflects, with respect to Mr. Hollingsworth, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from December 15, 2025 (the date of the Split-Off) to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. (e) Reflects, with respect to Mr. Hollingsworth, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year. (f) Reflects, with respect to Mr. Hollingsworth, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from December 15, 2025 (the date of the Split-Off) to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. (4) Represents the cumulative total stockholder return on an initial fixed $100 investment in each of LLYVA and LLYVK from December 31, 2024 through December 31, 2025. (5) For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Media and Entertainment Index from December 31, 2024 through December 31, 2025. (6) Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), and impairment charges. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.

  52. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

  53. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  54. Relationship Between Compensation Actually Paid and Adjusted OIBDA

    Relationship Between Compensation Actually Paid and Adjusted OIBDA

  55. 2025 Key Performance Measures

    2025 Key Performance Measures The table below contains an unranked list of the most important financial performance measures we use to link executive compensation actually paid to performance.

  56. Key Financial Performance Measures

    Key Financial Performance Measures Revenue Adjusted OIBDA Free Cash Flow

  57. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth information as of December 31, 2025 with respect to shares of our common stock authorized for issuance under our equity compensation plans.

  58. Equity Compensation Plan Information

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights or settlement of restricted stock units (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders: | | | | | Liberty Live Holdings, Inc. 2025 Omnibus Incentive Plan, as amended | | | 14,849,324(1) | | LLYVA | — | — | | | LLYVB | — | — | | | LLYVK | 150,676 | $84.40 | | | Liberty Live Holdings, Inc. Transitional Stock Adjustment Plan | | | —(2) | | LLYVA | 100,000 | $78.57 | | | LLYVB | — | — | | | LLYVK | 1,376,590 | $46.10 | | | Equity compensation plans not approved by security holders: None | | | | | Total | | | | | LLYVA | 100,000 | | | | LLYVB | — | | | | LLYVK | 1,527,266 | | | | | | | 14,849,324 |

  59. Equity Compensation Plan Information

    (1) The 2025 incentive plan permits grants of, or with respect to, shares of any series of our common stock, subject to a single aggregate limit. The maximum number of shares reserved under the 2025 incentive plan is equal to 15,000,000. The amounts reported for the 2025 incentive plan reflect 11,545 shares of LLYVK to be issued upon exercise of outstanding options and 139,131 shares of LLYVK to be issued upon the settlement of restricted stock units. The weighted average exercise price does not take into account restricted stock units, which by their nature do not have an exercise price. The transitional plan governs the terms and conditions of new LLYVA options and LLYVK options and RSUs that were, in each case, granted in connection with the Split-Off as a result of adjustments made to outstanding options and RSUs with respect to Liberty Media common stock. As a result, our company does not anticipate further grants will be permitted under this plan. The amounts reported for the transitional plan reflect 100,000 shares of LLYVA and 1,236,347 shares of LLYVK, respectively, to be issued upon exercise of outstanding options and 140,243 shares of LLYVK to be issued upon the settlement of restricted stock units. For restricted stock units subject to performance-based vesting requirements, such amounts vested at 100% of target performance and therefore are reflected as such in the above table. The weighted average exercise price does not take into account restricted stock units, which by their nature do not have an exercise price.