Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On March 20, 2026, Liberty Live Holdings, Inc. (the "Company") closed the previously disclosed privately negotiated exchanges of its outstanding 2.375% Exchangeable Senior Debentures due 2053 (the "Old Debentures") for its newly issued 2.375% Exchangeable Senior Debentures due 2053 (the "New Debentures") with certain holders of the Old Debentures (the "Settlement"). In connection with the Settlement, approximately $1,116 million aggregate principal amount of New Debentures were issued in exchange for approximately $1,116 million aggregate principal amount of Old Debentures, resulting in the subsequent cancellation of such Old Debentures. As of March 20, 2026, approximately $34 million aggregate principal amount of Old Debentures remain outstanding.

In connection with the issuance of the New Debentures, on March 20, 2026, the Company entered into an indenture (the "Indenture") with U.S. Bank Trust Company, National Association, as trustee. The New Debentures bear interest at a rate of 2.375% per annum and will mature on September 30, 2053. Interest on the New Debentures will accrue from December 31, 2025, and will be payable quarterly, on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2026. The New Debentures are unsecured senior obligations of the Company. Subject to certain terms and conditions, upon an exchange of New Debentures, the Company will deliver cash having a value equal to the value of the shares of Live Nation Entertainment, Inc. ("Live Nation") common stock attributable to such New Debentures. Initially, 9.5320 shares of Live Nation common stock are attributable to each $1,000 original principal amount of New Debentures, representing an initial exchange price of approximately $104.91 for each share of Live Nation common stock. A total of approximately 10.5 million shares of Live Nation common stock are initially attributable to the New Debentures. The New Debentures may be redeemed by the Company, in whole or in part, on or after September 30, 2032. Holders of the New Debentures also have the right to require the Company to purchase their New Debentures on September 30, 2032. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the New Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution.

The foregoing descriptions of the Indenture and the New Debentures are qualified in their entirety by reference to the full text of the Indenture and the New Debentures, copies of which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 hereof is incorporated by reference herein.