As filed with the Securities and Exchange Commission on October 14, 2025

REGISTRATION NO. 333-288960​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

LIBERTY LIVE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)​

12300 Liberty Boulevard,
Englewood, Colorado 80112
(720) 875-5200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed transactions described herein have been satisfied or waived, as applicable.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

Information in this proxy statement/notice/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/notice/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/notice/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to completion, dated October 14, 2025

LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

Dear Stockholder:[           ], 2025

On behalf of the board of directors of Liberty Media Corporation, a Delaware corporation (Liberty Media), we are pleased to enclose the accompanying proxy statement/notice/prospectus and proxy card (the materials) relating to the proposed transaction for Liberty Media to split-off its Liberty Live Group to form a new, independent public company.

In the transaction, Liberty Media would separate the Liberty Live Group from Liberty Media by means of a redemptive split-off of Liberty Live Holdings, Inc., a Nevada corporation and wholly owned subsidiary of Liberty Media (Liberty Live).

In connection with the Split-Off, Liberty Media contributed a portion of its shares of common stock (Live Nation Common Stock), par value $0.01 per share, of Live Nation Entertainment, Inc., a Delaware corporation (Live Nation) to a wholly owned special purpose subsidiary of Liberty Live (LNSPV) (collectively, the First Contribution). Prior to the completion of the Split-Off, Liberty Media will contribute its remaining shares of Live Nation Common Stock to Liberty Live in the Second Contribution (as defined below), such that Liberty Live will beneficially own Liberty Media’s entire interest in Live Nation, which represents approximately 30% of the outstanding shares of Live Nation Common Stock as of July 31, 2025.

Immediately prior to the completion of the Second Contribution, Liberty Media’s wholly owned subsidiary, QuintEvents, LLC, Liberty Media’s interest in certain private assets and cash (which cash amount will be determined based on relative valuations of the assets that are being reattributed) (collectively, the Reattributed Assets) will be reattributed (the Reattribution) from the Formula One Group to the Liberty Live Group in exchange for Liberty Media’s interests in certain other private assets (collectively, the Liberty Live Group Excluded Assets).

Further, prior to the completion of the Split-Off, Liberty Media and Liberty Live will enter into a Reorganization Agreement (as may be amended from time to time, the Reorganization Agreement). The Reorganization Agreement will govern, among other things, the terms and conditions of the Split-Off, pursuant to which all of the businesses, assets and liabilities attributed to the Liberty Live Group immediately prior to the Redemption (as defined below) will be contributed to and assumed by (or, to the extent such assets and liabilities are already held by Liberty Live or its subsidiaries prior to the Redemption, will be retained by) Liberty Live or its subsidiaries, including, among others, Liberty Media’s shares of Live Nation Common Stock, Liberty Media’s interest in certain private assets, Liberty Media’s 2.375% Exchangeable Senior Debentures due 2053, a margin loan (which is undrawn as of the date hereof) incurred by a wholly owned special purpose subsidiary of Liberty Media, which is secured by shares of Live Nation Common Stock, the variable forward contracts incurred by LNSPV, the Reattributed Assets and corporate cash, (the Second Contribution and together with the First Contribution, the Contributions), subject to the terms and conditions of the Reorganization Agreement. Additionally, pursuant to the Reorganization Agreement, following the Contributions, each outstanding share of Liberty Media’s Series A Liberty Live common stock, par value $0.01 per share (LLYVA), Series B Liberty Live common stock, par value $0.01 per share (LLYVB) and Series C Liberty Live common stock, par value $0.01 per share (LLYVK and, together with LLYVA and LLYVB, collectively, Liberty Live common stock) will be redeemed for one share of the corresponding series of New Liberty Live Group common stock of Liberty Live, par value $0.01 per share

(New Liberty Live Group common stock) (such redemption and exchange, the Redemption). The Liberty Live Group Excluded Assets will not be contributed to Liberty Live and instead will be reattributed to the Formula One Group immediately prior to the completion of the Second Contribution in the Reattribution. We refer to the Reattribution, Contributions, Redemption and the resulting separation of Liberty Live from Liberty Media pursuant to the Redemption as the Split-Off.

Liberty Live expects to list its shares of Series A Liberty Live Group common stock (New LLYVA) and Series C Liberty Live Group common stock (New LLYVK) on the Nasdaq Global Select Market under the symbols, “LLYVA” and “LLYVK”, respectively. Liberty Live currently expects that its shares of Series B Liberty Live Group common stock (New LLYVB) will be quoted on the OTC Markets under the symbol “LLYVB”.

Liberty Media will hold a special meeting of holders of record, as of the record date for such meeting, of shares of LLYVA and LLYVB at 8:30 a.m., Mountain time, on December 5, 2025 (the Special Meeting), at which meeting such stockholders will be asked to consider and vote on a proposal to approve the Redemption (the Split-Off Proposal). The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. Holders of record of shares of LLYVA and LLYVB outstanding as of the record date for the Special Meeting may attend the Special Meeting, submit questions and vote their shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2025SM. To enter the Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. Liberty Media recommends logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 5, 2025.

If the Split-Off Proposal is approved and certain other conditions are satisfied (or, if permissible, waived), we expect to complete the Split-Off as soon as practical after the Special Meeting and we will announce the date and time of the Split-Off shortly following the Special Meeting.

The Liberty Media board of directors has unanimously (a) approved and declared advisable and in the best interests of Liberty Media and its stockholders (including the holders of Liberty Live common stock) the Split-Off and the transactions contemplated thereby, including the Reattribution, the Contributions and the Redemption and the resulting separation of Liberty Live from Liberty Media pursuant to the Redemption, and (b) recommended that holders of shares of LLYVA and LLYVB, voting together as a separate class, vote “FOR” each of the Split-Off Proposal and the Adjournment Proposal (as defined below), as presented and further described in the accompanying materials.

Liberty Media is seeking approval from holders of shares of LLYVA and LLYVB of the Split-Off Proposal (and the Adjournment Proposal). You are encouraged to vote “FOR” all of the proposals presented and further described in the accompanying proxy statement/notice/prospectus.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please vote as soon as possible to make sure that your shares are represented.

Thank you for your cooperation and continued support and interest in Liberty Media.

Very truly yours,

 

Derek Chang
President and Chief Executive Officer
Liberty Media Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the Split-Off or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

Investing in the securities of Liberty Live or Liberty Media involves risks. See “Risk Factors” beginning on page 26.

The accompanying proxy statement/notice/prospectus is dated [           ], 2025 and is first being mailed on or about [           ], 2025 to the stockholders of record of LLYVA and LLYVB as of 5:00 p.m., New York City time, on October 9, 2025.

 

LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on December 5, 2025

NOTICE IS HEREBY GIVEN of the special meeting of holders of record of shares of Series A Liberty Live common stock, par value $0.01 per share (LLYVA), and Series B Liberty Live common stock, par value $0.01 per share (LLYVB), of Liberty Media Corporation (Liberty Media) to be held at 8:30 a.m., Mountain time, on December 5, 2025 (the Special Meeting). The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders to consider and vote on the following proposals:

1.

A proposal (the Split-Off Proposal) to approve the redemption by Liberty Media of each outstanding share of LLYVA, LLYVB, and Liberty Media’s Series C Liberty Live common stock, par value $0.01 per share (LLYVK), for one share of the corresponding series of New Liberty Live Group common stock, par value $0.01 per share, of a newly formed, wholly owned subsidiary of Liberty Media, Liberty Live Holdings, Inc., a Nevada corporation (Liberty Live). In connection with the Split-Off, Liberty Media will effect the reattribution of certain assets and liabilities between the Formula One Group and the Liberty Live Group, and following such reattribution, contribute all of the businesses, assets and liabilities attributed to the Liberty Live Group, which are not already owned by Liberty Live, to Liberty Live. We refer to such reattribution, contributions and the redemption and the resulting separation of Liberty Live from Liberty Media pursuant to the redemption as the Split-Off. After the Split-Off, Liberty Live will hold all of the businesses, assets and liabilities attributed to the Liberty Live Group immediately prior to the redemption, including, among others, Liberty Media’s shares of common stock (Live Nation Common Stock), par value $0.01 per share, of Live Nation Entertainment, Inc., Liberty Media’s interest in certain private assets, Liberty Media’s 2.375% Exchangeable Senior Debentures due 2053, a margin loan (which is undrawn as of the date hereof) incurred by a wholly owned special purpose subsidiary of Liberty Media, which is secured by shares of Live Nation Common Stock, the variable forward contracts incurred by a wholly owned special purpose subsidiary of Liberty Live, Liberty Media’s wholly owned subsidiary, QuintEvents, LLC and corporate cash.

​

2.

A proposal (the Adjournment Proposal) to approve the adjournment of the Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

​

Liberty Media will transact no other business at the Special Meeting, except such business as may properly be brought before the Special Meeting or any adjournments or postponements thereof by or at the direction of the Liberty Media board of directors in accordance with Liberty Media’s amended and restated bylaws. The accompanying proxy statement/notice/prospectus and proxy card (the materials) describe the proposals listed above in more detail. Please refer to the materials, including the form of the proposed restated articles of incorporation of Liberty Live and Liberty Live’s amended and restated bylaws and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Special Meeting. You are encouraged to read the entire document carefully before voting. In particular, please see “Risk Factors” beginning on page 26 of the accompanying proxy statement/notice/prospectus for an explanation of the risks associated with the Split-Off.

Holders of record of shares of LLYVA and LLYVB, in each case, outstanding as of 5:00 p.m., New York City time, on October 9, 2025 (such date and time, the record date for the Special Meeting), will be entitled to notice of the Special Meeting and to vote on the proposals at the Special Meeting or any adjournment or postponement thereof. Holders of shares of LLYVK, and the holders of shares of Liberty Media’s Series A Liberty Formula One common stock, par value $0.01 per share, Series B Liberty Formula

 

 

One common stock, par value $0.01 per share, or Series C Liberty Formula One common stock, par value $0.01 per share, are not being asked to vote, and are not entitled to vote, on the proposals because such vote is not required by Liberty Media’s restated certificate of incorporation, Liberty Media’s bylaws or the laws of the State of Delaware.

The Split-Off Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LLYVA and LLYVB outstanding as of the record date, in each case, entitled to vote on such matter and that are present in person or by proxy at the Special Meeting, voting together as a separate class. Pursuant to Liberty Media’s restated certificate of incorporation, with respect to the Split-Off Proposal and the Adjournment Proposal, each holder of record of shares of LLYVA is entitled to one vote per share and each holder of record of shares of LLYVB is entitled to ten votes per share.

The Liberty Media board of directors has approved and declared advisable each enumerated proposal, and the transactions contemplated by each of them, and recommends that the holders of shares of LLYVA and LLYVB vote “FOR” each proposal.

Liberty Media is seeking approval from holders of shares of LLYVA and LLYVB of each of the Split-Off Proposal and the Adjournment Proposal. You are encouraged to vote “FOR” both of the proposals presented and further described in the accompanying proxy statement/notice/prospectus.

A list of stockholders entitled to vote at the Special Meeting will be available at Liberty Media’s offices in Englewood, Colorado for review by its stockholders for any purpose germane to the Special Meeting for ten days ending on the day before the Special Meeting.

You may cast your vote electronically during the Special Meeting via the Internet or by proxy prior to the meeting via the Internet, by telephone, or by mail. You may attend the Special Meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2025SM. To enter the Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 5, 2025.

YOUR VOTE IS IMPORTANT. Liberty Media urges you to vote as soon as possible via the Internet, by telephone, or by mail.

By order of the board of directors,

 

Michael Hurelbrink
Assistant Vice President and Secretary

Englewood, Colorado
[           ], 2025

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE VOTE PROMPTLY ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PROXY CARD.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the proposals or the securities being offered in the Split-Off or has passed upon the adequacy or accuracy of the accompanying materials. Any representation to the contrary is a criminal offense.

 

 

ABOUT THIS PROXY STATEMENT/NOTICE/PROSPECTUS

This proxy statement/notice/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-288960) filed with the Securities and Exchange Commission (the SEC) by Liberty Live Holdings, Inc., a Nevada corporation and wholly owned subsidiary of Liberty Media and which is referred to as Liberty Live, constitutes a proxy statement of Liberty Media under Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and a notice of meeting and action to be taken with respect to the Special Meeting at which certain Liberty Media stockholders will consider and vote on the Split-Off Proposal and the other proposal described in this proxy statement/notice/prospectus. It also constitutes a prospectus of Liberty Live under Section 5 of the Securities Act of 1933, as amended (the Securities Act), with respect to the shares of New Liberty Live Group common stock (as defined below) to be distributed to certain stockholders of Liberty Media pursuant to the Redemption.

This proxy statement/notice/prospectus describes the businesses and assets of Liberty Live as though they were its businesses, assets and liabilities for all historical periods described.

Liberty Live is a newly formed entity, and Liberty Media will cause all of the businesses, assets and liabilities attributed to the Liberty Live Group immediately prior to the Redemption to be contributed to and assumed by (or, to the extent such assets and liabilities are already held by Liberty Live or its subsidiaries prior to the Redemption, retained by) Liberty Live or its subsidiaries. Unless otherwise specified herein, references in this proxy statement/notice/prospectus to the historical assets, liabilities, businesses or activities of Liberty Live’s businesses or the businesses in which it has interests are intended to refer to the historical assets, liabilities, businesses or activities as they were conducted by or attributed to the Liberty Live Group immediately prior to the Redemption, which will consist of the businesses, assets and liabilities contributed to Liberty Live pursuant to the Contributions, including the Reattributed Assets (and excluding the Liberty Live Group Excluded Assets). Upon completion of the Split-Off, Liberty Live will be an independent company and Liberty Media will have no continuing stock ownership in Liberty Live. This proxy statement/​notice/prospectus contains and incorporates by reference, as applicable, certain historical financial information of Liberty Media as well as certain historical financial information relating to the business, assets and liabilities that will be held by Liberty Live upon the completion of the Split-Off. This historical financial information is not necessarily indicative of Liberty Media’s or Liberty Live’s future financial position, future results of operations or future cash flows, nor does it reflect what the financial position, results of operations or cash flows of Liberty Live would have been had it been operated as a stand-alone company during the periods presented.

Information contained in, incorporated by reference in or included as an annex to this proxy statement/​notice/prospectus relating to Liberty Media, Liberty Live and the Split-Off has been supplied by Liberty Media. You should rely only on the information contained in, incorporated by reference in or included as an annex to this proxy statement/notice/prospectus. No person has been authorized to provide you with information that is different from what is contained in, incorporated by reference in or included as an annex to, this proxy statement/notice/prospectus, and, if given or made by any person, such information must not be relied upon as having been authorized. You should not assume that the information contained in this proxy statement/notice/prospectus is accurate as of any date other than the date set forth on the cover page of this proxy statement/notice/prospectus or as otherwise specifically set forth herein. Changes to the information contained herein may occur after that date and neither of Liberty Live or Liberty Media undertake any obligation to update the information unless required to do so by law. Further, you should not assume that the information incorporated by reference into this proxy statement/notice/prospectus is accurate as of any date other than the date of the incorporated document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this document modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this document. Neither the mailing of this document to the holders of record of shares of LLYVA and LLYVB, nor the issuance of New Liberty Live Group common stock in the Split-Off and pursuant to the Reorganization Agreement, will create any implication to the contrary.

This proxy statement/notice/prospectus also includes information concerning Live Nation, Liberty Media’s equity method affiliate that files reports and other information with the SEC in accordance with

 

(i)

 

the Exchange Act. Information in this proxy statement/notice/prospectus concerning Live Nation has been derived from the reports and other information filed by Live Nation with the SEC. If you would like further information about Live Nation (including beneficial ownership information), the reports and other information that it and certain of its beneficial owners and directors and/or officers file with the SEC (including proxy statements and statements or forms filed pursuant to Sections 13(d), 13(f), 13(g) or 16(a) of the Exchange Act) can be accessed on the Internet website maintained by the SEC at http://www.sec.gov. Unless explicitly stated herein, those reports and other information are not incorporated by reference in this proxy statement/notice/prospectus.

ADDITIONAL INFORMATION

This proxy statement/notice/prospectus incorporates important business and financial information from other documents that are not included in or delivered with this proxy statement/notice/prospectus. For a listing of the documents incorporated by reference into this proxy statement/notice/prospectus, see “Additional Information — Where You Can Find More Information.” This information is available to you without charge upon your written or oral request. You can obtain copies of documents filed with the SEC, including the documents incorporated by reference in this proxy statement/notice/prospectus, through the SEC website at http://www.sec.gov or by writing or telephoning the office of Investor Relations of Liberty Media at the following address and telephone number:

Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Telephone: (877) 772-1518
Attention: Investor Relations

After the Split-Off, holders of New Liberty Live Group common stock who have any questions relating to Liberty Live should contact Liberty Live at:

Liberty Live Holdings, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
Telephone: (844) 826-8736
Attention: Investor Relations

Liberty Live’s investor relations website (http://www.libertyliveholdings.com) will be operational on or around the completion of the Split-Off. Neither the Liberty Media website nor the Liberty Live website and the information contained therein or connected thereto are incorporated into this proxy statement/notice/​prospectus, or in any other filings with, or any information furnished or submitted to, the SEC.

If you would like to request any documents, please do so at least five business days before the date of the Special Meeting (i.e., by November 28, 2025), in order to receive them before the Special Meeting.

TRADE NAMES, TRADEMARKS AND SERVICE MARKS

Live Nation, Formula 1, F1, Quint, MotoGP and certain other trade names, trademarks and service marks appearing in or incorporated by reference into this prospectus are our property or the property of our affiliates, and may be registered in the United States Patent and Trademark Office and / or in foreign trademark offices. Trade names, trademarks and service marks of other organizations appearing in or incorporated by reference into this prospectus are the property of their respective holders.

 

(ii)

 

TABLE OF CONTENTS

 

i

 

 

ii

 

​

1

 

​

2

 

​

3

 

​

4

 

​

5

 

​

6

 

​

7

 

​

8

 

​

9

 

​

10

 

11

 

12

 

13

 

14

 

15

 

​

16

 

17

 

​

18

 

19

 

20

 

​

21

 

​

​

​

Liberty Formula One common stock Series B (FWONB)

​

​

​

​

High

​

​

Low

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

68.02

​

​

​

​

​

54.31

​

​

Second Quarter

​

​

​

$

68.00

​

​

​

​

​

63.00

​

​

Third Quarter(1)

​

​

​

$

66.00

​

​

​

​

​

55.00

​

​

Fourth Quarter

​

​

​

$

56.02

​

​

​

​

​

56.02

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

65.00

​

​

​

​

​

60.00

​

​

Second Quarter

​

​

​

$

66.50

​

​

​

​

​

58.51

​

​

Third Quarter

​

​

​

$

72.13

​

​

​

​

​

63.96

​

​

Fourth Quarter

​

​

​

$

85.00

​

​

​

​

​

69.00

​

​

2025

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

88.00

​

​

​

​

​

81.00

​

​

Second Quarter

​

​

​

$

90.00

​

​

​

​

​

70.00

​

​

Third Quarter

​

​

​

$

95.00

​

​

​

​

$

87.25

​

​

Fourth Quarter (through October 10, 2025)

​

​

​

$

96.00

​

​

​

​

$

96.00

​

​

​

​

​

Liberty Live common stock Series B (LLYVB)

​

​

​

​

High

​

​

Low

​

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

Third Quarter (from the initial quoting of LLYVB on August 4, 2023 through September 29, 2023)(1)

​

​

​

$

34.35

​

​

​

​

​

28.38

​

​

Fourth Quarter

​

​

​

$

33.50

​

​

​

​

​

31.18

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

39.00

​

​

​

​

​

36.00

​

​

Second Quarter

​

​

​

$

40.00

​

​

​

​

​

33.50

​

​

Third Quarter

​

​

​

$

50.00

​

​

​

​

​

33.30

​

​

Fourth Quarter

​

​

​

$

75.25

​

​

​

​

​

50.00

​

​

2025

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

90.00

​

​

​

​

​

68.38

​

​

Second Quarter

​

​

​

$

95.00

​

​

​

​

​

70.20

​

​

Third Quarter

​

​

​

$

110.01

​

​

​

​

$

86.00

​

​

Fourth Quarter (through October 10, 2025)

​

​

​

$

102.00

​

​

​

​

$

100.00

​

​

​

22

 

​

​

​

June 30, 2025

​

​

December 31, 2024

​

​

December 31, 2023

​

​

​

​

amounts in thousands

​

Summary Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

378,448

​

​

​

​

​

402,641

​

​

​

​

​

304,929

​

​

Investments in equity securities

​

​

​

$

166,889

​

​

​

​

​

173,349

​

​

​

​

​

309,112

​

​

Investments in affiliates, accounted for using the equity method

​

​

​

$

560,866

​

​

​

​

​

430,435

​

​

​

​

​

305,249

​

​

Goodwill

​

​

​

$

127,018

​

​

​

​

​

125,495

​

​

​

​

​

—

​

​

Intangible assets subject to amortization, net

​

​

​

$

129,659

​

​

​

​

​

141,782

​

​

​

​

​

—

​

​

Deferred tax assets

​

​

​

$

273,146

​

​

​

​

​

234,097

​

​

​

​

​

184,515

​

​

Total assets

​

​

​

$

1,737,093

​

​

​

​

​

1,585,026

​

​

​

​

​

1,103,910

​

​

Deferred revenue

​

​

​

$

133,979

​

​

​

​

​

126,752

​

​

​

​

​

—

​

​

Long-term debt, including current portion

​

​

​

$

1,768,965

​

​

​

​

​

1,556,399

​

​

​

​

​

1,316,617

​

​

Total liabilities

​

​

​

$

2,075,834

​

​

​

​

​

1,762,148

​

​

​

​

​

1,327,873

​

​

Total equity (deficit)

​

​

​

$

(338,741)

​

​

​

​

​

(177,122)

​

​

​

​

​

(223,963)

​

​

​

​

​

Six months ended

​

​

Year ended

​

​

​

​

June 30, 2025

​

​

June 30, 2024

​

​

December 31, 2024

​

​

December 31, 2023

​

​

​

​

amounts in thousands, except per share amounts

​

Summary Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total revenue, net

​

​

​

$

185,662

​

​

​

​

​

172,018

​

​

​

​

​

340,493

​

​

​

​

​

—

​

​

Cost of revenue, including stock-based compensation

​

​

​

$

126,625

​

​

​

​

​

126,515

​

​

​

​

​

224,347

​

​

​

​

​

—

​

​

Related party cost of revenue

​

​

​

$

25,337

​

​

​

​

​

20,653

​

​

​

​

​

68,888

​

​

​

​

​

—

​

​

Selling, general and administrative expenses, including stock-based compensation and acquisition costs

​

​

​

$

40,576

​

​

​

​

​

31,170

​

​

​

​

​

69,019

​

​

​

​

​

17,376

​

​

Impairment of intangible assets

​

​

​

$

—

​

​

​

​

​

—

​

​

​

​

​

67,066

​

​

​

​

​

—

​

​

Operating income (loss)

​

​

​

$

(19,933)

​

​

​

​

​

(20,279)

​

​

​

​

​

(116,274)

​

​

​

​

​

(17,376)

​

​

Share of earnings (loss) of affiliates, net

​

​

​

$

72,896

​

​

​

​

​

55,047

​

​

​

​

​

237,666

​

​

​

​

​

140,217

​

​

Realized and unrealized gains (losses), net

​

​

​

$

(305,824)

​

​

​

​

​

19,282

​

​

​

​

​

(262,733)

​

​

​

​

​

(226,427)

​

​

Income tax benefit (expense)

​

​

​

$

50,124

​

​

​

​

​

(11,449)

​

​

​

​

​

30,034

​

​

​

​

​

24,366

​

​

Net earnings (loss) attributable to Liberty Live

​

​

​

$

(209,799)

​

​

​

​

​

41,383

​

​

​

​

​

(112,764)

​

​

​

​

​

(90,253)

​

​

23

 

​

​

​

Six months ended

​

​

Year ended

​

​

​

​

June 30, 2025

​

​

June 30, 2024

​

​

December 31, 2024

​

​

December 31, 2023

​

​

​

​

amounts in thousands, except per share amounts

​

Unaudited Pro Forma basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Live Group shareholders per common share

​

​

​

$

(2.28)

​

​

​

​

​

NA

​

​

​

​

​

(1.23)

​

​

​

​

​

NA

​

​

​	​	​	June 30, 2025				​
​	​	​	amounts in millions				​
Summary Balance Sheet Data:	​	​	​	​	​	​	​
Cash and cash equivalents	​	​	​	$	3,070	​	​
Goodwill	​	​	​	$	3,956	​	​
Intangible assets subject to amortization, net	​	​	​	$	2,490	​	​
Total assets	​	​	​	$	12,070	​	​
Long-term debt, including current portion	​	​	​	$	3,030	​	​
Total liabilities	​	​	​	$	4,375	​	​
Total equity	​	​	​	$	7,695	​	​

​

​

​

Six months ended June 30, 2025

​

​

Year ended December 31, 2024

​

​

​

​

amounts in millions, except per share amounts

​

Summary Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Total revenue

​

​

​

$

1,629

​

​

​

​

​

3,411

​

​

Cost of Formula 1 revenue

​

​

​

$

1,067

​

​

​

​

​

2,299

​

​

Operating income (loss)

​

​

​

$

219

​

​

​

​

​

394

​

​

Income tax benefit (expense)

​

​

​

$

(49)

​

​

​

​

​

(70)

​

​

Net earnings (loss) attributable to Liberty stockholders

​

​

​

$

411

​

​

​

​

​

56

​

​

Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share

​

​

​

$

1.65

​

​

​

​

​

0.23

​

​

Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share

​

​

​

$

1.58

​

​

​

​

​

0.23

​

​

24

 

25

 

RISK FACTORS

In addition to the other information contained in, incorporated by reference in or included as an annex to this proxy statement/notice/prospectus, including the matters addressed in “Cautionary Statements Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding whether to vote to approve the Split-Off Proposal.

The risk factors described in this section have been separated into three groups:

•

risks relating to Liberty Live’s corporate history and the Split-Off;

​

•

risks relating to an investment in New Liberty Live Group common stock; and

​

•

risks relating to Liberty Live’s business.

​

The risks described below and elsewhere in this proxy statement/notice/prospectus are considered to be the most material but are not the only ones that relate to the Split-Off and to an investment in Liberty Live. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on Liberty Live. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods especially given the current economic environment. Additionally, Liberty Media’s annual report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference into this proxy statement/notice/prospectus, describes the most material risks that relate to an investment in Liberty Media.

If any of the events described below were to occur, the businesses, prospects, financial condition, results of operations and/or cash flows to be attributed to Liberty Live could be materially adversely affected. In any such case, the price of the New Liberty Live Group common stock could decline, perhaps significantly.

For the purposes of the risk factors relating to the Split-Off enumerated below, unless the context otherwise indicates, it is assumed that the Split-Off Proposal is approved and that the Split-Off has been completed.

Factors Relating to Liberty Live’s Corporate History and the Split-Off

The historical financial information of Liberty Live included in this proxy statement/notice/prospectus is not necessarily representative of Liberty Live’s future financial position, future results of operations or future cash flows.

Investors should recognize that the historical financial information of Liberty Live included in this proxy statement/notice/prospectus has been extracted from Liberty Media’s historical consolidated financial statements and the businesses, assets and liabilities contributed to and assumed by Liberty Live or its subsidiaries in the Contributions do not necessarily reflect Liberty Live’s results of operations, financial condition and cash flows if it had been a separate, standalone company pursuing independent strategies during the periods presented.

The unaudited pro forma condensed consolidated financial statements included in this document are presented for illustrative purposes only and do not purport to represent what Liberty Media’s financial position actually would have been had the Split-Off occurred on the dates indicated or to project Liberty Media’s operating results for any future period.

The unaudited pro forma condensed consolidated financial statements of Liberty Media in this document are presented for illustrative purposes only and do not purport to represent what Liberty Media’s financial position actually would have been had the Split-Off occurred on the dates indicated or to project Liberty Media’s operating results for any future period. The divestiture of Liberty Media’s interest in Live Nation is expected to represent a strategic shift that will have a major effect on Liberty Media’s operations due to the relative materiality of Live Nation. Accordingly, Liberty Media intends to present its divestiture of

 

26

 

Live Nation as a discontinued operation. For more information, see “Summary — Summary Financial Data” and “Liberty Media Corporation Pro Forma Condensed Consolidated Financial Statements (unaudited).”

Liberty Live will incur additional costs as a result of its separation from Liberty Media.

Liberty Live will incur costs and expenses not previously incurred as a result of the Split-Off. These increased costs and expenses may arise from various factors, including financial reporting, costs associated with complying with the federal securities laws (including compliance with the Sarbanes-Oxley Act), tax administration and human resources-related functions. Although Liberty Media will provide many of these services for Liberty Live under the Services Agreement, neither Liberty Live nor Liberty Media can assure you that the Services Agreement will continue or that these costs will not be material to Liberty Live’s business.

Liberty Live’s inter-company agreements are being negotiated while it is still a subsidiary of Liberty Media.

Liberty Live will enter into a number of inter-company agreements in connection with the completion of the Split-Off, covering matters such as tax sharing and allocation of responsibility for certain liabilities previously undertaken by Liberty Media for certain of Liberty Live’s businesses. In addition, Liberty Live will enter into the Services Agreement with Liberty Media pursuant to which Liberty Media will provide Liberty Live certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which Liberty Live will reimburse Liberty Media on a fixed fee basis. The terms of all of these agreements are being established while Liberty Live is a newly formed, wholly owned subsidiary of Liberty Media, and, therefore, the agreements with Liberty Media may not be the result of arms’ length negotiations. Liberty Live believes that the terms of these inter-company agreements are and will be commercially reasonable and fair to all parties under the circumstances; however, conflicts could arise in the interpretation or any extension or renegotiation of the foregoing agreements after the Split-Off is consummated. See “Certain Relationships and Related Party Transactions — Agreements Relating to the Split-Off.”

Liberty Live has no operating history as a separate company upon which you can evaluate its performance.

Although a significant portion of the assets of Liberty Live have been attributed to the Liberty Live Group of Liberty Media, Liberty Live does not have an operating history as a separate public company. Accordingly, there can be no assurance that its go-forward business will be successful on a long-term basis. Liberty Live may not be able to grow its businesses as planned and may not be profitable.

The Split-Off could result in significant tax liability.

The Redemption is conditioned upon, among other things, the receipt by Liberty Media of the opinion of Skadden Arps, tax counsel to Liberty Media, to the effect that, among other things, for U.S. federal income tax purposes, the Redemption, taken together with the Contributions, will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code to Liberty Media and to holders of Liberty Live common stock. The condition to the Redemption relating to the receipt by Liberty Media of the opinion of Skadden Arps may not be waived.

The opinion of Skadden Arps will be based on the law in effect as of the time of the Redemption and will rely on certain assumptions, as well as statements, representations, and undertakings made by officers of Liberty Media, Liberty Live and certain other individuals. If any of those statements, representations, or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, or if the facts upon which the opinion of Skadden Arps is based are materially different from the actual facts that exist at the time of the Redemption, the conclusions reached in such opinion could be adversely affected. Liberty Media will not obtain a private letter ruling from the IRS regarding the qualification of the Split-Off under Section 355, Section 368(a)(1)(D) and related provisions of the Code. The legal authorities on which the opinion of Skadden Arps will be based are subject to change or differing interpretations at any time, possibly with retroactive effect. Opinions of counsel are not binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the conclusions reached in such opinion or that a court would not sustain such a challenge. If it is subsequently determined that the Redemption, taken together with the Contributions, do not qualify under Section 355, Section 368(a)(1)(D) and related provisions of

 

27

 

the Code, Liberty Media and the holders of Liberty Live common stock who receive New Liberty Live Group common stock pursuant to the Redemption could incur significant tax liabilities. For a more complete discussion of the tax opinion and the tax consequences if the Redemption, taken together with the Contributions, do not qualify for the intended U.S. federal income tax treatment, please see “U.S. Federal Income Tax Consequences — Tax Opinion” and “— U.S. Federal Income Tax Treatment of the Split-Off.”

Even if the Redemption, taken together with the Contributions, otherwise qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, the Redemption would result in a significant U.S. federal income tax liability to Liberty Media (but not to holders of Liberty Live common stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Media or Liberty Live (or any successor corporation) (excluding, for this purpose, the acquisition of New Liberty Live Group common stock by holders of Liberty Live common stock in the Redemption) as part of a plan or series of related transactions that includes the Redemption. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinion of Skadden Arps described above, Liberty Media or Liberty Live might inadvertently cause or permit a prohibited change in the ownership of Liberty Media or Liberty Live to occur. If the Split-Off were determined to be taxable to Liberty Media under Section 355(e) of the Code, Liberty Media would incur significant tax liabilities. For a more complete discussion of the tax consequences if the Split-Off is determined to be taxable to Liberty Media under Section 355(e) of the Code, please see “U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Treatment of the Split-Off.”

Liberty Live may have significant indemnity obligations to Liberty Media, which are not limited in amount or subject to any cap, under certain circumstances, including if the Redemption, taken together with the Contributions, are treated as a taxable transaction.

Pursuant to the Tax Sharing Agreement that Liberty Live and Liberty Media will enter into in connection with the Split-Off, Liberty Live will be required to indemnify Liberty Media, its subsidiaries and certain related persons for taxes and certain losses resulting from the failure of the Redemption, taken together with the Contributions, to qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, except to the extent that such taxes and losses (a) result primarily from, individually or in the aggregate, the breach of certain covenants made or to be performed by Liberty Media (applicable to actions or failures to act by Liberty Media and its subsidiaries following the completion of the Split-Off), or (b) result from the application of Section 355(e) of the Code to the Redemption as a result of the treatment of the Redemption as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Media (or any successor corporation). Also pursuant to the Tax Sharing Agreement, Liberty Live will be required to indemnify Liberty Media for any taxes and certain losses resulting from the Liberty Sirius XM Holdings Split-Off (as defined below), subject to certain exceptions, as well as taxes and certain losses attributable to other specified transactions.

Liberty Live’s indemnification obligations to Liberty Media, its subsidiaries and certain related persons will not be limited in amount or subject to any cap. If Liberty Live is required to indemnify Liberty Media, its subsidiaries or such related persons under the circumstances set forth in the Tax Sharing Agreement, Liberty Live may be subject to substantial liabilities, which could materially adversely affect its financial position.

For a more detailed discussion of the Tax Sharing Agreement, see “Certain Relationships and Related Party Transactions — Agreements Relating to the Split-Off — Tax Sharing Agreement.”

Liberty Live may determine to forgo certain transactions that might otherwise be advantageous in order to avoid the risk of incurring significant tax-related liabilities.

Under the Tax Sharing Agreement, Liberty Live will agree not to take any action, or fail to take any action, following the Split-Off, which action or failure to act would be inconsistent with the Redemption, taken together with the Contributions, qualifying for tax-free treatment under Section 355, Section 368(a)(1)(D) and related provisions of the Code. Further, the Tax Sharing Agreement will require

 

28

 

that Liberty Live generally indemnify Liberty Media for taxes and certain losses resulting from the failure of the Split-Off Transactions to qualify as a tax-free transaction that are incurred by Liberty Media (or its subsidiaries), except to the extent that such taxes and losses (a) result primarily from, individually or in the aggregate, the breach of certain covenants made by or to be performed by Liberty Media (applicable to actions or failures to act by Liberty Media and its subsidiaries following the completion of the Split-Off), or (b) result from the application of Section 355(e) of the Code to the Redemption as a result of the treatment of the Redemption as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Media (or any successor corporation).

Under Section 355(e) of the Code, an acquisition of Liberty Live’s stock would generally be presumed to be part of a plan (or series of related transactions) with the Redemption if such acquisition occurs within two years before or after the Split-Off (or if such stock is received in the Split-Off in exchange for Liberty Live common stock that was acquired within the two years before the Split-Off). This presumption, however, may be rebutted based upon an analysis of the facts and circumstances related to the Redemption and the particular acquisition in question, including a weighing of certain plan and non-plan factors set forth in U.S. Treasury Regulations promulgated under Section 355(e) of the Code. Further, these U.S. Treasury Regulations provide certain safe harbors under which an acquisition will be deemed not to be part of a plan (or series of related transactions) with the Split-Off for purposes of Section 355(e) of the Code.

In light of the Tax Sharing Agreement and the requirements under Section 355 of the Code, including the factors and safe harbors described above, Liberty Live may determine to forgo certain transactions that might otherwise be advantageous. In particular, Liberty Live may determine to continue to operate certain of its business operations for the foreseeable future even if a sale of such business operations might otherwise be advantageous. Moreover, in light of the requirement of Section 355(e) of the Code, Liberty Live might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions and other strategic transactions, for some period of time following the Split-Off. In addition, Liberty Live’s indemnity obligation under the Tax Sharing Agreement might discourage, delay or prevent its entering into a change of control transaction for some period of time following the Redemption.

The shares of New Liberty Live Group common stock to be received by holders of Liberty Live common stock upon the completion of the Split-Off will have different rights from shares of Liberty Live common stock.

Upon the completion of the Split-Off, holders of Liberty Live common stock will no longer be stockholders of Liberty Media, a Delaware corporation. Instead, former holders of Liberty Live common stock will become holders of New Liberty Live Group common stock and their rights as Liberty Live stockholders will be governed by the terms of Nevada corporation law and Liberty Live’s restated articles and Liberty Live’s amended and restated bylaws, which are to be included as Annex A and Annex B, respectively, to this proxy statement/notice/prospectus. The terms of Liberty Live’s restated articles and Liberty Live’s amended and restated bylaws are in some respects materially different than the terms of Liberty Media’s certificate of incorporation and Liberty Media’s bylaws, which currently govern the rights of holders of Liberty Live common stock. In addition, with regard to rights of stockholders, the statutory corporate laws of Nevada, as governed by the NRS, materially differ in certain respects from those of Delaware, as governed by the DGCL. For instance, under the NRS, a stockholder may inspect a Nevada corporation’s articles of incorporation, bylaws and stock ledger, subject to certain limitations, if such stockholder holds at least 5% of the outstanding shares of stock of the Nevada corporation or has been a holder of shares for at least six months. The DGCL, by comparison, does not require that a stockholder hold a certain number of shares or hold such shares for a stated period of time prior to exercising their books and records inspection rights and permits the inspection of more than just the corporation’s certificate of incorporation, bylaws and stock ledger, such as the minutes of a meeting of the board of directors and certain materials provided to the board in connection with actions taken by such board. However, we do not believe there are material differences to stockholders in voting rights, dividends or securities distributions under the NRS compared to the DGCL that are applicable to Liberty Live and Liberty Media, respectively. See the summary of certain differences in the section entitled “Description of Liberty Live Capital Stock and Comparison of Stockholder Rights — Comparison of Stockholder Rights”.

 

29

 

The announcement and pendency of the Split-Off could divert the attention of management and cause disruptions in the businesses of Liberty Media, which could have an adverse effect on Liberty Media’s business and financial results.

Management of Liberty Media may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Split-Off. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Split-Off. These factors could adversely affect the financial position or results of operations of Liberty Media, regardless of whether the Split-Off is completed.

Liberty Live and/or Liberty Media may not realize the potential benefits from the Split-Off in the near term or at all.

Liberty Media anticipates the realization of strategic and financial benefits to Liberty Live and Liberty Media as a result of the separation of Liberty Live from Liberty Media. See “The Proposed Transactions — Reasons for the Split-Off.” In particular, Liberty Media believes that the Split-Off will benefit Liberty Media and its businesses and result in the creation of stockholder value because, among other things, the aggregate trading value of New Liberty Live Group common stock and Liberty Formula One common stock is expected to exceed the aggregate trading value of Liberty Media’s existing common stock, although there can be no assurance that this will occur. Accordingly, there can be no assurance that the market will react favorably to the Split-Off, that the Split-Off will result in a trading price of the New Liberty Live Group common stock that reflects a reduced valuation discount than that currently applied to the Liberty Live common stock or that the trading discount associated with the Liberty Formula One common stock will be reduced. In this case, Liberty Live and Liberty Media may not experience the anticipated reduction in dilution to its stockholders when using its common stock for purposes of making strategic acquisitions and other capital raising initiatives and for retention and attraction of qualified personnel. Given the added costs associated with the completion of the Split-Off, including the separate accounting, legal and other compliance costs of being a separate public company, the failure of Liberty Live and/or Liberty Media to realize the anticipated benefits of the Split-Off in the near term or at all could adversely affect their respective companies.

The Liberty Media board of directors also considered a variety of risks, uncertainties and other potentially negative factors in its deliberations concerning the Split-Off, including the following (which are not necessarily presented in order of relative importance): the risk of being unable to achieve the benefits expected from the Split-Off; the potential disruption of the businesses of Liberty Media, as its management and employees devote time and resources to completing the Split-Off; the substantial costs of effecting the Split-Off and continued compliance with legal and other requirements applicable to two separate public reporting companies; the significant potential tax liabilities that could arise if the IRS were to successfully assert that the Split-Off is taxable to Liberty Media and/or to the holders of Liberty Live common stock; the significant potential indemnification obligations of Liberty Live to Liberty Media under the Tax Sharing Agreement if the IRS were successful in such a claim and that such indemnification obligations are not subject to a cap; the risk that Liberty Live may determine to forgo certain transactions that might otherwise be advantageous for some period of time following the Split-Off as a result of Liberty Live’s potential indemnification obligations to Liberty Media under the Tax Sharing Agreement; and the interests of Liberty Media’s directors and executive officers in the Split-Off described under “The Proposed Transactions — Interests of Certain Persons.”

Liberty Live may not realize the benefits of acquisitions or other strategic investments and initiatives.

Liberty Live’s business strategy and that of its subsidiaries may include selective acquisitions, other strategic investments and initiatives that allow its subsidiaries to expand their business. The success of any acquisition depends upon effective integration and management of acquired businesses and assets into the acquirer’s operations, which is subject to risks and uncertainties, including the realization of the growth potential, any anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns and undisclosed or potential legal liabilities of acquired businesses or assets.

 

30

 

Following the Split-Off, both Liberty Media’s and Liberty Live’s financial profile will change, and each of the companies will be a smaller, less diversified company than Liberty Media prior to the Split-Off.

Following the Split-Off, each of Liberty Media and Liberty Live will be a smaller, less diversified company than Liberty Media prior to the Split-Off. As a result, Liberty Media and Liberty Live may each be more vulnerable to changing market conditions, which could have a material adverse effect on their respective business, financial condition and results of operations. In addition, the diversification of Liberty Media’s and Liberty Live’s costs and cash flows will diminish for each as a standalone company, such that their respective results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and the ability to fund capital expenditures and investments and service debt may be diminished.

The aggregate trading value of the Liberty Formula One common stock and the New Liberty Live Group common stock following the Split-Off may not be the same as or exceed the aggregate trading value of the Liberty Formula One common stock and the Liberty Live common stock had the Split-Off not occurred.

Liberty Media believes that the aggregate trading value of the Liberty Formula One common stock and the New Liberty Live Group common stock following the Split-Off will exceed the aggregate trading value of the Liberty Formula One common stock and the Liberty Live common stock in the absence of the Split-Off. However, there can be no assurance that the aggregate trading value of the Liberty Formula One common stock and the New Liberty Live Group common stock following the Split-Off will be higher than, or the same as, the aggregate trading value of the Liberty Formula One common stock and the Liberty Live common stock had the Split-Off not occurred.

Liberty Live is expected to have overlapping directors and officers with Liberty Media and certain other companies, which may lead to conflicting interests.

Certain executive officers of Liberty Media, Liberty Broadband Corporation (Liberty Broadband) and GCI Liberty, Inc. (GCI Liberty) will also serve as executive officers of Liberty Live pursuant to the Services Agreement that will be entered into between Liberty Media and Liberty Live in connection with the completion of the Split-Off, and Derek Chang, President and Chief Executive Officer and a director of Liberty Media will also serve on the board of directors of Liberty Live following the completion of the Split-Off. Robert R. Bennett, who is expected to serve as the Chairman of the board of directors of Liberty Live, is also the Vice Chairman of the board of directors of Liberty Media. Chad R. Hollingsworth, who is expected to serve as President and Chief Executive Officer of Liberty Live following the completion of the Split-Off, is also a Senior Vice President of Liberty Media. The executive officers and the members of Liberty Live’s board of directors will have fiduciary duties to its stockholders. Likewise, any such persons who serve in similar capacities at Liberty Media, Liberty Broadband and GCI Liberty or any other public company, have fiduciary duties to that company’s stockholders. For example, there may be the potential for a conflict of interest when Liberty Live, Liberty Broadband or Liberty Media pursues acquisitions and other business opportunities that may be suitable for each of them. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Further, as allowed by Nevada law, Liberty Live’s restated articles will renounce any interest or expectancy in certain business opportunities involving directors and officers of Liberty Live, which will allow such directors and officers to pursue those business opportunities without being liable to Liberty Live or its stockholders arising out of any duty or obligation to permit Liberty Live to pursue such opportunities. Each of Liberty Broadband and GCI Liberty has also renounced its rights to certain business opportunities and their respective restated certificates of incorporation provide that no director or officer of either company will be liable to their respective company or their stockholders by reason of the fact that any such individual directs a corporate opportunity to another person or entity instead of the respective company, or does not refer or communicate information regarding such corporate opportunity to Liberty Live, unless (x) such opportunity was expressly offered to such person solely in his or her capacity as a director or officer of their respective company or as a director or officer of any of the respective company’s subsidiaries, and (y) such opportunity relates to a line of business in which their respective company or any of its subsidiaries is then directly engaged.

Moreover, immediately following the completion of the Split-Off, certain of Liberty Live’s directors and officers will continue to own Liberty Media common stock, RSUs and options to purchase Liberty

 

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Media common stock. These ownership interests could create, or appear to create, potential conflicts of interest when these individuals are faced with decisions that could have different implications for Liberty Live or Liberty Media.

In addition, any potential conflict that qualifies as a “related party transaction” ​(as defined in Item 404 of Regulation S-K) will be subject to review by the audit committee of Liberty Live’s board of directors or another independent body of Liberty Live’s board designated to address such actual or potential conflicts. Any other potential conflicts that arise would be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each company. From time to time, Liberty Media, Liberty Broadband and/or their respective subsidiaries or other affiliates may enter into transactions with Liberty Live and/or its subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to Liberty Live, Liberty Media, Liberty Broadband or any of their respective subsidiaries or affiliates, as would be the case where there is no overlapping officer or director.

It is expected that Mr. Malone will own shares of New Liberty Live Group common stock representing approximately 48.9% of the aggregate voting power of Liberty Live as of August 31, 2025, which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to Liberty Live stockholders.

As of August 31, 2025, Mr. Malone beneficially owned shares of Liberty Live common stock representing the power to direct approximately 48.9% of the aggregate voting power of the Liberty Live common stock and immediately following the Split-Off, Mr. Malone is expected to beneficially own shares of New Liberty Live Group common stock (assuming the issuance of 25,572,352 shares of New LLYVA and 2,532,284 shares of New LLYVB based on (i) the exchange of 25,572,352 shares of LLYVA and 2,532,284 shares of LLYVB outstanding as of August 31, 2025 and (ii) the assumption that no shares of LLYVB are converted into shares of LLYVA prior to the Split-Off) representing the power to direct approximately 48.9% of the aggregate voting power of the New Liberty Live Group common stock. Furthermore, although Mr. Malone is a party to an Exchange Agreement with Liberty Media whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in Liberty Media would not exceed 49% plus 0.5% (under certain circumstances), Mr. Malone is not expected to be an officer or director of Liberty Live at the time of the Split-Off, thus, pursuant to the terms of the Liberty Media Exchange Agreement, Liberty Live and Mr. Malone will not be required to and are not expected to enter into such an arrangement in connection with the Split-Off, and therefore Mr. Malone could acquire beneficial ownership of (x) 546,075 additional shares of New LLYVA or (y) 54,608 additional shares of New LLYVB (assuming the issuance of 25,572,352 shares of New LLYVA and 2,532,284 shares of New LLYVB based on (i) the exchange of 25,572,352 shares of LLYVA and 2,532,284 shares of LLYVB outstanding as of August 31, 2025 and (ii) the assumption that no shares of LLYVB are converted into shares of LLYVA prior to the Split-Off) to control approval of general matters submitted to shareholders for approval, pursuant to which holders of shares of New LLYVA and New LLYVB would vote together as a single class. Further, the JM Trust and the Bennett Entities have entered into the Malone-Bennett Exchange Agreement, whereby the parties shall, subject to the satisfaction or waiver (to the extent permissible) of the conditions set forth therein, including but not limited to, the consummation of the Split-Off, exchange certain shares of New LLYVK owned by the JM Trust for certain shares of New LLYVA owned by the Bennett Entities. Immediately following the Split-Off, Mr. Malone is expected to beneficially own 251,492 shares of New LLYVA and 2,465,003 shares of New LLYVB (estimated based on the number of shares of Liberty Live common stock held by Mr. Malone as of August 31, 2025 but excluding the effect of the Malone-Bennett Exchange Agreement), and therefore, it is expected that Mr. Malone may continue to be deemed to be in a position to influence significant corporate actions, including corporate transactions such as mergers, business combinations or dispositions of assets. This concentration of ownership could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to Liberty Live stockholders.

Liberty Media’s board of directors may abandon the Split-Off at any time, or its board of directors may determine to amend the terms of any agreement Liberty Media enters into relating to the Split-Off.

No assurance can be given that the Split-Off will occur, or, if it occurs, that it will occur on the terms described in this proxy statement/notice/prospectus. In addition to the conditions to the Split-Off described

 

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herein (two of which may be waived by the Liberty Media board of directors in its sole discretion), the Liberty Media board of directors may abandon the Split-Off at any time prior to the Split-Off Effective Time for any reason or for no reason. Additionally, the agreements to be entered into by Liberty Live with Liberty Media in connection with the Split-Off (including the Reorganization Agreement, the Tax Sharing Agreement, the Services Agreement, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement) may be amended or modified prior to the Split-Off Effective Time in the sole discretion of Liberty Media, as applicable. If any condition to the Split-Off is waived or if any material amendments or modifications are made to the terms of the Split-Off or to such ancillary agreements prior to the Split-Off, Liberty Media intends to promptly issue a press release and file a Current Report on Form 8-K informing the market of the substance of such waiver, amendment or modification.

Liberty Live is a holding company, and may be unable to obtain cash in amounts sufficient to service its financial obligations or meet its other commitments.

Liberty Live’s ability to meet its current and future financial obligations and other contractual commitments depends upon its ability to access cash. Concurrently with the completion of the Split-Off, Liberty Live will enter into a supplemental indenture by which Liberty Live will assume all obligations under the 2.375% Exchangeable Senior Debentures due 2053. See “Risk Factors — Factors Relating to Ownership of New Liberty Live Group Common Stock — Following the Split-Off, Liberty Live will have significant indebtedness” for a discussion of Liberty Live’s future financial obligations. Liberty Live is a holding company, and its sources of cash include its available cash balances, distributions from its subsidiaries and other investments and proceeds from any asset sales or other forms of asset monetization it may undertake in the future. In addition, even though Liberty Live’s ownership of approximately 30% of the outstanding shares of Live Nation Common Stock will enable it to exercise significant influence over Live Nation, Liberty Live is not entitled to distributions or other cash from Live Nation, other than in Liberty Live’s capacity as a stockholder of Live Nation Common Stock. Further, Liberty Live’s ability to receive dividends or payments or advances from its subsidiaries’ businesses depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be, or may become, subject and the terms of their indebtedness and any additional debt they may incur in the future. From time to time, Liberty Live’s subsidiaries may consider opportunities to refinance such debt, including through use of cash on hand and capital markets transactions. Accordingly, Liberty Live’s ability to make payments to third parties and to otherwise meet its financial obligations at the holding company level is constricted.

Liberty Live may become subject to the Investment Company Act.

Liberty Live does not believe that, immediately following the Split-Off, it will be subject to regulation under the Investment Company Act because its ownership of approximately 30% of the outstanding shares of Live Nation Common Stock will enable it to exercise significant influence over Live Nation. Liberty Live expects to have substantial involvement in the management and affairs of Live Nation, including through its board nominees. Two current directors of Live Nation were originally nominated by Liberty Media. In connection with the merger between Live Nation and Ticketmaster Entertainment, Inc. (Ticketmaster), on February 10, 2009, a predecessor of Liberty Media, Live Nation and Ticketmaster entered into a Stockholder Agreement (the Live Nation Stockholder Agreement), which provides Liberty Media certain rights, including the right to nominate up to two directors to the board of directors of Live Nation for so long as Liberty Media satisfies certain ownership requirements of Live Nation Common Stock. Liberty Media’s rights pursuant to the Live Nation Stockholder Agreement will be assigned to Liberty Live in connection with the Split-Off. If, however, following the Split-Off, Liberty Live’s ownership of approximately 30% of the outstanding shares of Live Nation Common Stock is deemed to become passive (such as in the event that its equity interests are significantly diluted and its nominees ceased to serve as directors of Live Nation), Liberty Live could become subject to regulation under the Investment Company Act. In such event, Liberty Live would be required to register as an investment company, which could result in significant registration and compliance costs, could require changes to its corporate governance structure and financial reporting and could restrict its activities going forward. If Liberty Live was to become inadvertently subject to the Investment Company Act and failed to register as an investment company in violation of the Investment Company Act, such violation could subject it to material adverse consequences, including potentially significant regulatory penalties and the possibility that its contracts would be deemed unenforceable.

 

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Factors Relating to Ownership of New Liberty Live Group Common Stock

It is not certain that an active trading market will develop or be sustained after the Split-Off, and following the Split-Off, New Liberty Live Group common stock’s stock prices may fluctuate significantly.

Although Liberty Live common stock currently trades on Nasdaq or is quoted on the OTC Markets, as applicable, there is currently no public market for the New Liberty Live Group common stock that will be received by holders of Liberty Live common stock in the Split-Off. Although Liberty Media believes the aggregate value of the New Liberty Live Group common stock and the Liberty Formula One common stock following the Split-Off will exceed the aggregate value of the Liberty Live common stock and the Liberty Formula One common stock if the Split-Off did not occur, Liberty Media cannot predict the prices at which New Liberty Live Group common stock may trade after the Split-Off, the effect of the Split-Off on the trading prices of the Liberty Formula One common stock or whether the aggregate market value of the shares of New Liberty Live Group common stock and Liberty Formula One common stock after the Split-Off will be less than, equal to or greater than the aggregate market value of the shares of Liberty Live common stock and Liberty Formula One common stock prior to the Split-Off.

The market price of New Liberty Live Group common stock may fluctuate significantly due to a number of factors (none of which can be guaranteed to occur), some of which may be beyond Liberty Live’s control, including:

•

actual or anticipated fluctuations in Liberty Live’s operating results;

​

•

changes in earnings estimated by securities analysts or Liberty Live’s ability to meet those estimates;

​

•

the operating and stock price performance of comparable companies; and

​

•

domestic and foreign economic conditions.

​

Liberty Live’s multi-series structure may depress the trading price of the shares of New Liberty Live Group common stock.

Liberty Live’s multi-series structure may result in a lower or more volatile market price of the shares of New Liberty Live Group common stock or in adverse publicity or other adverse consequences. Several stockholder advisory firms have announced their opposition to the use of multiple-class structures. As a result, the multi-series structure of New Liberty Live Group common stock may cause stockholder advisory firms to publish negative commentary about Liberty Live’s corporate governance practices or otherwise seek to cause Liberty Live to change its capital structure. Any actions or publications by stockholder advisory firms critical of Liberty Live’s corporate governance practices or capital structure could also adversely affect the value of the shares of New Liberty Live Group common stock.

If the Liberty Live board of directors determines to issue the shares of Ventures Group common stock, New Liberty Live Group common stock will become a tracking stock and a tracking stock structure may cause market confusion.

Pursuant to the Split-Off, holders of Liberty Live common stock on the Redemption Date will not receive any shares of capital stock other than New Liberty Live Group common stock, which will constitute 100% of the issued and outstanding common equity interest in all of Liberty Live’s businesses, assets and liabilities at the time of the distribution, but Liberty Live’s restated articles will authorize the issuance of another group of common stock without the approval of Liberty Live’s stockholders, the Ventures Group common stock. In the event that Liberty Live issues Ventures Group common stock, New Liberty Live Group common stock will become a tracking stock. A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole. In the event that the New Liberty Live Group common stock and the Ventures Group common stock become tracking stocks, the New Liberty Live Group common stock would be intended to track the economic performance of particular businesses, assets and liabilities of Liberty Live and its subsidiaries (the New Liberty Live Group) as determined by the Liberty Live board of directors and the Ventures Group common stock would be intended to track the economic performance of other particular businesses, assets and liabilities of Liberty Live and its

 

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subsidiaries (the Ventures Group) as determined by the Liberty Live board of directors. Liberty Live would attribute, for financial reporting purposes, all of its consolidated assets, liabilities, revenue, expenses and cash flows between the New Liberty Live Group and the Ventures Group. However, notwithstanding such attribution, Liberty Live and its subsidiaries would retain legal title to all of Liberty Live’s consolidated assets, and Liberty Live’s tracking stock capitalization would not limit Liberty Live’s legal responsibility, or that of Liberty Live’s subsidiaries, for the liabilities included in any set of financial statement schedules.

Holders of New Liberty Live Group common stock or Ventures Group common stock would not have any legal rights related to specific assets attributed to their associated group and, in any liquidation, holders of New Liberty Live Group common stock and Ventures Group common stock would be entitled to receive a proportionate share of Liberty Live’s available net assets based on their respective number of liquidation units. See “Description of Liberty Live Capital Stock and Comparison of Stockholder Rights.” Depending on the composition of the assets underlying Liberty Live’s tracking stock groups from time to time, confusion in the marketplace may occur if holders of Liberty Live’s tracking stock mistakenly believe they own stock of a company attributed to the applicable tracking stock group or they have any equity or voting interests with respect to companies attributed to one of Liberty Live’s tracking stock groups.

The Liberty Live board of directors has discretion to create the Ventures Group and to reattribute businesses, assets and liabilities that are attributed to one tracking stock group to another tracking stock group, without the approval of any of Liberty Live’s stockholders. Any such reattribution made by the Liberty Live board of directors, as well as the existence, in and of itself, of the right to effect a reattribution, may impact the ability of investors to assess the future prospects of the businesses and assets attributed to a tracking stock group, including liquidity and capital resource needs, based on past performance.

In addition, the assets attributed to one group are potentially subject to the liabilities attributed to another group, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to such other group. No provision of Liberty Live’s restated articles prevents Liberty Live from satisfying liabilities of one group with assets of another group, and Liberty Live’s creditors will not in any way be limited by Liberty Live’s tracking stock capitalization from proceeding against any assets they could have proceeded against if Liberty Live did not have a tracking stock capitalization.

Liberty Live cannot assure you that the market price of the common stock related to a group will, in fact, reflect the performance of the group of businesses, assets and liabilities attributed to that group. Holders of New Liberty Live Group common stock and Ventures Group common stock (if and when issued) will be common stockholders of Liberty Live as a whole and, as such, will be subject to all risks associated with an investment in Liberty Live and all of Liberty Live’s businesses, assets and liabilities. As a result, the market price of each tracking stock may, in part, reflect events that are intended to be reflected or tracked by a different tracking stock of Liberty Live.

If the Liberty Live board of directors decides to implement a tracking stock capital structure, such structure could create conflicts of interest, and the Liberty Live board of directors may make decisions that could adversely affect only some holders of Liberty Live’s common stock.

If the Liberty Live board of directors decides to issue the Ventures Group common stock, such tracking stock structure could give rise to occasions when the interests of holders of stock related to one group might diverge or appear to diverge from the interests of holders of stock of the other group. Liberty Live’s officers and directors owe fiduciary duties to Liberty Live as a whole and all of Liberty Live’s stockholders, as opposed to only holders of a particular group. Decisions deemed to be in the best interest of Liberty Live and all of Liberty Live’s stockholders may not be in the best interest of a particular group when considered independently. For a more detailed discussion of the Ventures Group common stock, please see “What is the Ventures Group common stock” and “Is New Liberty Live Group common stock a tracking stock” in the section entitled “Questions and Answers.” See also “Risk Factors — Factors Relating to Ownership of New Liberty Live Group Common Stock — If the Liberty Live board of directors determines to issue the shares of Ventures Group common stock, New Liberty Live Group common stock will become a tracking stock and a tracking stock structure may cause market confusion” and “Risk Factors — Factors Relating to Ownership of New Liberty Live Group Common Stock — Liberty Live may dispose of its assets, even if they are attributed to a tracking stock group, without your approval (except to the extent such approval is required under Nevada law or Liberty Live’s restated articles).”

 

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Holders of shares of stock relating to a particular group may not have any remedies if any action by Liberty Live’s directors or officers has an adverse effect on only that stock, or on a particular series of that stock.

If the Liberty Live board of directors decides to implement a tracking stock capital structure, Nevada law and the provisions of Liberty Live’s restated articles may protect decisions of the Liberty Live board of directors that have a disparate impact upon holders of shares of stock relating to a particular group, or upon holders of any series of stock relating to a particular group. Under Nevada law, the Liberty Live board of directors has a duty to act with due care and in the best interests of all of Liberty Live’s stockholders, regardless of the stock, or series, they hold. Under Nevada law and Liberty Live’s restated articles, Liberty Live’s board of directors owes fiduciary duties to act in good faith and with a view to the interests of Liberty Live, including the interests of all common stockholders, and does not have separate or additional duties to any subset of those stockholders. There is no statutory or judicial authority in Nevada establishing that decisions by directors or officers involving differing treatment of holders of tracking stocks would be judged by a standard other than Nevada’s statutory business judgment rule. In addition, Liberty Live’s board of directors, in acting with a view to the interest of the corporation, may consider other relevant facts, circumstances, contingencies or constituencies, which may include interests beyond those of just the stockholders, such as the interests of employees, customers or creditors, as well as considerations about the economy or society, among other interests. In some circumstances, Liberty Live’s directors or officers may be required to make a decision that might be viewed as relatively disadvantageous to the holders of shares relating to a particular group or to the holders of a particular series of that stock. Under the principles of Nevada law, including the business judgment rule referred to above, you may not be able to successfully challenge decisions that you believe have a disparate impact upon the stockholders of one of Liberty Live’s groups if the Liberty Live board of directors acts through disinterested and independent members, in good faith and with a view to the interests of Liberty Live, including all of Liberty Live’s stockholders and other constituencies which the board of directors is permitted to consider. Additionally, if the presumption that a director or officer so acted is rebutted, it must also be proven that such breach of a duty involved intentional misconduct, fraud or a knowing violation of law.

Liberty Live may dispose of its assets, even if they are attributed to a tracking stock group, without your approval (except to the extent such approval is required under Nevada law or Liberty Live’s restated articles).

Nevada law requires stockholder approval only for a sale or other disposition of all of the property and assets of Liberty Live taken as a whole, and Liberty Live’s restated articles do not require a separate class vote in the case of a sale of any amount of assets of the tracking stock groups of Liberty Live. Pursuant to Liberty Live’s restated articles, Liberty Live may approve sales and other dispositions of any amount of the assets of a tracking stock group without any stockholder approval unless the Liberty Live board of directors seeks to classify a group disposition (as defined below) as an exempt disposition (as defined below).

If Liberty Live disposes of all or substantially all of the assets attributed to any group (which means, for this purpose, assets representing at least 80% of the fair market value of the total assets of the disposing group, as determined by the Liberty Live board of directors), Liberty Live would be required under the terms of Liberty Live’s restated articles, if the disposition is not an exempt disposition under the terms of Liberty Live’s restated articles, to choose one or more of the following three alternatives:

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declare and pay a dividend on the disposing group’s common stock;

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•

redeem shares of the disposing group’s common stock in exchange for cash, securities or other property; and/or

​

•

convert all or a portion of the disposing group’s outstanding common stock into common stock of the other group at a specified premium.

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Pursuant to Liberty Live’s restated articles, an “exempt disposition” includes the following with respect to each tracking stock group:

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the disposition of all or substantially all of Liberty Live’s assets in connection with the liquidation, dissolution or winding up of Liberty Live;

​

•

a dividend, other distribution or redemption in accordance with Liberty Live’s restated articles;

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•

a disposition of all or substantially all of the assets of such tracking stock group (group disposition) to a party controlled by Liberty Live;

​

•

a group disposition in connection with any disposition of all or substantially all of the assets of such tracking stock group in which Liberty Live receives equity securities of the purchaser, if a significant portion of the business of such purchaser is similar or complementary to the businesses attributable to such group prior to such disposition; or

​

•

a group disposition as to which the Liberty Live board of directors obtains the requisite approval of the applicable voting stockholders to classify such group disposition as an exempt disposition.

​

See “Description of Liberty Live Capital Stock and Comparison of Stockholder Rights.”

In this type of a transaction, holders of the disposing group’s common stock may receive less value than the value that a third-party buyer might pay for all or substantially all of the assets of the disposing group.

The Liberty Live board of directors will decide, in its sole discretion, how to proceed, and it is not required to select the option that would result in the highest value to holders of any stock related to a particular group.

The Liberty Live board of directors may, in its sole discretion, elect to convert the common stock relating to one group into common stock relating to the other group, thereby changing the nature of your investment and possibly diluting your economic interest in Liberty Live, which could result in a loss in value to you.

Liberty Live’s restated articles will permit the Liberty Live board of directors, in its sole discretion, to convert all of the outstanding shares of common stock relating to one of Liberty Live’s groups into shares of common stock of the other group on terms described in Article IV, Section  A.2.(b)(ii) of Liberty Live’s restated articles, the form of which is filed as an exhibit to the registration statement of which this proxy statement/notice/prospectus forms a part. The foregoing conversion would be made at a ratio based on the relative trading prices of Series C New Liberty Live Group common stock (or another series of New Liberty Live Group common stock subject to certain limitations) and Series C Ventures Group common stock (or another series of Ventures Group common stock, subject to certain limitations) over a specified 20-trading day period. A conversion would preclude the holders of stock related to each group involved in such conversion from retaining their investment in a security that is intended to reflect separately the performance of the relevant group. Liberty Live cannot predict the impact on the market value of Liberty Live’s common stock of (1) the Liberty Live board of directors’ ability to effect any such conversion or (2) the exercise of this conversion right by the Liberty Live board of directors. In addition, the Liberty Live board of directors may effect such a conversion at a time when the market value of Liberty Live’s different stocks could cause the stockholders of one group to be disadvantaged.

Liberty Live’s multi-series voting structure may limit your ability to influence corporate matters and future issuances of New Liberty Live Group common stock or Ventures Group common stock may further dilute the voting power of shares of New Liberty Live Group common stock.

New Liberty Live Group common stock will be divided into three series of common stock: New LLYVA, New LLYVB and New LLYVK. Holders of record of shares of New LLYVA are entitled, and holders of record of shares of Series A Ventures Group common stock, if issued, will be entitled, to one vote for each share of such stock and holders of record of shares of New LLYVB are entitled, and holders of record of shares of Series B Ventures Group common stock, if issued, will be entitled, to ten votes for each share of such stock on all matters submitted to a vote of stockholders. Holders of record of shares of New LLYVK are not entitled, and holders of record of shares of Series C Ventures Group common stock, if issued, will not be entitled, to any voting rights, except as otherwise required by Nevada law, in which case, each such holder of record of shares of New LLYVK or holder of record of shares of Series C Ventures Group common stock will be entitled to 1/100th of a vote per share. Liberty Live’s restated articles will not provide for cumulative voting in the election of directors and will permit future issuances of shares of each series of New Liberty Live Group common stock and Ventures Group common stock following

 

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completion of the Split-Off. Any future issuances of New Liberty Live Group common stock and Ventures Group common stock may dilute your interest in Liberty Live and the New Liberty Live Group common stock.

Although New LLYVB shares are expected to be quoted on the OTC Markets, it is expected to be sparsely traded and will not have an active trading market. Only New LLYVA shares and New LLYVK shares are expected to be listed and traded on the Nasdaq Global Select Market. As a result, your ability to purchase New LLYVB shares will be limited. Future issuances of shares of New LLYVB or Series B Ventures Group common stock will dilute the aggregate voting power of the issued and outstanding shares of New Liberty Live Group common stock or Ventures Group common stock, respectively, and may further concentrate the aggregate voting power of Liberty Live’s issued and outstanding shares of common stock among the holders of shares of New LLYVB or Series B Ventures Group common stock, respectively. The voting and conversion rights of the New LLYVB shares, Liberty Live’s ability to issue additional New LLYVB shares and your limited ability to purchase New LLYVB shares may limit your ability to influence corporate matters and adversely affect the value of New LLYVA shares and New LLYVK shares.

Holders of the common stock of tracking stock groups will vote together and will have limited separate voting rights.

Holders of the common stock of tracking stock groups will vote together as a single class, except in certain limited circumstances prescribed by Liberty Live’s restated articles or under Nevada law. If Liberty Live attributes assets, liabilities and businesses to the Ventures Group and issues shares of Ventures Group common stock, each share of Series B common stock of each group will have ten votes per share, and each share of Series A common stock of each group will have one vote per share. Holders of Series C common stock of each group will have no voting rights, other than those required under Nevada law and in such case, will have 1/100th of a vote per share. When holders of New Liberty Live Group common stock and the Ventures Group common stock vote together as a single class, holders having a majority of the votes will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among Liberty Live’s stockholders or has a greater impact on one group than another. Except as required under Nevada law, the holders of any shares of any class or series of Liberty Live capital stock can validly approve a proposal that has been submitted by the Liberty Live board of directors to the stockholders for approval to amend Liberty Live’s restated articles in any manner that affects one or more classes or series of New Liberty Live Group common stock.

For as long as Liberty Live is an emerging growth company, it will not be required to comply with certain reporting requirements, including disclosures about its executive compensation, that apply to other public companies.

Liberty Live is classified as an “emerging growth company” under the JOBS Act. As a result, it has reduced Sarbanes-Oxley Act compliance requirements, as discussed elsewhere, for as long as it is an emerging growth company, which may be up to five full fiscal years. Unlike other public companies, Liberty Live will not be required to, among other things, (i) comply with certain audit-related requirements that Liberty Live would otherwise be subject to but for its status as an emerging growth company, (ii) provide certain disclosures regarding executive compensation required of larger public companies or (iii) hold nonbinding advisory votes on executive compensation.

To the extent that Liberty Live relies on any of the exemptions available to emerging growth companies, you will receive less information about its executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find New Liberty Live Group common stock to be less attractive as a result, there may be a less active trading market for New Liberty Live Group common stock and its stock price may be more volatile.

If, following the Split-Off, Liberty Live is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or Liberty Live’s internal control over financial reporting is not effective, the reliability of Liberty Live’s financial statements may be questioned and New Liberty Live Group common stock’s stock prices may suffer.

Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to complete a comprehensive evaluation of its and its consolidated subsidiaries’

 

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internal control over financial reporting. To comply with this statute, Liberty Live will be required to document and test its internal control procedures, Liberty Live’s management will be required to assess and issue a report concerning Liberty Live’s internal control over financial reporting, and Liberty Live’s independent auditors will be required to issue an attestation regarding its internal control over financial reporting. However, as an emerging growth company, Liberty Live will not be required to have its independent auditors attest to the effectiveness of its internal control over financial reporting until Liberty Live’s first annual report subsequent to ceasing to be an emerging growth company. As a result, Liberty Live may not be required to have its independent auditors attest to the effectiveness of its internal control over financial reporting until as late as the annual report for the year ending December 31, 2030. Although Liberty Media does not expect the annual costs to comply with Section 404 to be significant (based on Liberty Media’s preliminary assessments), the rules governing the standards that must be met for Liberty Live’s management to assess its internal control over financial reporting are complex, subject to change, and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, Liberty Live’s management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. If Liberty Live’s management cannot favorably assess the effectiveness of its internal control over financial reporting when it’s required to do so or Liberty Live’s auditors identify material weaknesses in its internal control, investor confidence in Liberty Live’s financial results may weaken, and Liberty Live’s stock price may suffer.

It may be difficult for a third party to acquire Liberty Live, even if doing so may be beneficial to Liberty Live stockholders.

Certain provisions of Nevada law and Liberty Live’s restated articles that will be in effect as of the Split-Off Effective Time and Liberty Live’s amended and restated bylaws that will be in effect as of the Split-Off Effective Time may discourage, delay or prevent a change in control of Liberty Live that a stockholder may consider favorable. These provisions include the following:

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authorizing a capital structure with multiple series of common stock of each group: a Series B share that entitles the holders to ten votes per share, a Series A share that entitles the holders to one vote per share, and a Series C share that, except as otherwise required by applicable law, entitles the holders to no voting rights;

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establishing a classified board of directors for Liberty Live, with staggered three-year terms, which may lengthen the time required to gain control of Liberty Live’s board of directors;

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allowing the authorized number of directors on the board of directors to be changed only by resolution of the board of directors;

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permitting only the board of directors to fill vacancies on the board;

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Nevada law providing that incumbent directors may be removed only by the vote of stockholders representing not less than 662∕3% of the voting power of the issued and outstanding stock of Liberty Live entitled to vote;

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limiting who may call special meetings of stockholders;

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prohibiting stockholder action by written consent (subject to certain exceptions), thereby requiring stockholder action to be taken at a meeting of the stockholders;

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requiring stockholder approval by holders of at least 662∕3% in voting power of all then-outstanding shares of Liberty Live entitled to vote thereon, voting together as a single class, with respect to certain extraordinary matters, such as a merger or consolidation of Liberty Live, a sale of all or substantially all of Liberty Live’s assets or an amendment to Liberty Live’s restated articles (except in the event approved by at least 75% of Liberty Live’s board of directors);

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establishing advance notice requirements for nominations of candidates for election to Liberty Live’s board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

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the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by Liberty Live’s board of directors to persons friendly to its then current management,

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thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of Liberty Live.

Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.

Liberty Live is a Nevada corporation. Because of Delaware’s prominence as a state of incorporation for many large corporations (including Liberty Media), the Delaware courts have developed considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing Delaware law under certain sets of facts. While Nevada also has adopted comprehensive, modern and flexible corporate law statutes, because the volume of Nevada case law concerning the effects of its statutes and regulations is more limited, Liberty Live and its stockholders may experience less predictability with respect to the legal requirements in connection with corporate affairs and transactions, and stockholders’ rights to challenge them in specific situations where the application of the statute may be open to differing interpretations.

Directors and officers of Liberty Live are protected from liability for a broad range of actions.

Nevada law, by default, with certain specific exceptions, eliminates the liability of directors and officers, to a corporation or its stockholders, except where (i) the presumption that such director or officer has acted in good faith, with a view to the interests of the corporation has been rebutted, and (ii) it is proven that such director’s or officer’s act or failure to act was a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law. Liberty Live’s restated articles will provide that, to the fullest extent permitted by Nevada law, Liberty Live’s directors and officers will not be individually liable to Liberty Live or any of its stockholders or creditors for damages as a result of any act or failure to act in his or her capacity as a director or officer.

Following the Split-Off, Liberty Live will have significant indebtedness.

Following the Split-Off, Liberty Live will have significant indebtedness. As of June 30, 2025, on a pro forma basis after giving effect to the Split-Off (assuming the holders of the 2.375% Exchangeable Senior Debentures due 2053 do not exercise their repurchase right or exchange right as a result of the Split-Off), Liberty Live would have had an aggregate principal amount of approximately $1.15 billion of indebtedness outstanding and an aggregate principal amount of approximately $1.15 billion of consolidated indebtedness outstanding. Liberty Live’s indebtedness increases its vulnerability to general adverse economic and industry conditions; requires Liberty Live to dedicate a portion of its cash flow from operations to payments on indebtedness, reducing the availability of cash flow to fund capital expenditures, marketing and other general corporate activities; limits Liberty Live’s ability to borrow additional funds; and may limit Liberty Live’s flexibility in planning for, or reacting to, changes in its business and the live entertainment industry.

Liberty Live’s ability to incur additional indebtedness to fund its operations could be limited, which could negatively impact its operations.

Liberty Live’s ability to incur additional indebtedness may be subject to covenant restrictions set forth in its future, or its subsidiaries’ future, or existing, debt instruments. Accordingly, Liberty Live’s and its subsidiaries’ ability to obtain significant financing in the future, on favorable terms or at all, may be limited. If additional debt financing is not available to Liberty Live or its subsidiaries in the future, Liberty Live may obtain liquidity through the issuance and sale of its equity securities. If additional funds are raised through the issuance of equity securities, Liberty Live’s stockholders may experience significant dilution. If Liberty Live is unable to obtain sufficient liquidity in the future, Liberty Live may be unable to continue to develop its business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on Liberty Live’s business, financial condition and results of operations.

 

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Liberty Live’s restated articles will provide that the Eighth Judicial District Court of the State of Nevada shall be the exclusive forum for certain litigation that may be initiated by Liberty Live stockholders, and that the federal courts shall be the exclusive forum for claims under the Securities Act; these provisions could limit Liberty Live stockholders’ ability to obtain a favorable judicial forum for disputes with Liberty Live or its directors, officers or employees.

Liberty Live’s restated articles will provide that, subject to limited exceptions, the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada (the Nevada Eighth Judicial District Court) (or if the Nevada Eighth Judicial District Court does not have jurisdiction, any other state district court located in the State of Nevada, and if no state district court in the State of Nevada has jurisdiction, any federal court located in the State of Nevada) shall, to the fullest extent permitted by law, be the exclusive forum for certain specified types of “internal actions” as defined under Nevada law, including (a) those brought in the name or right of Liberty Live or on its behalf; (b) those for or based on any breach of fiduciary duty owed by any director, officer, or controlling stockholder of Liberty Live in such capacity; (c) those arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of the Nevada statutes with respect to business entities, the articles of incorporation or the bylaws of Liberty Live, or certain voting agreements or trusts to which it may be a party.

In addition, Liberty Live’s restated articles will provide that unless Liberty Live consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be, to the fullest extent provided by law, the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. Liberty Live’s restated articles will further provide that, for the avoidance of doubt, this exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, to the fullest extent permitted by law, Liberty Live’s restated articles will provide that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, which creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or rules and regulations thereunder.

These choice of forum provisions may otherwise limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Liberty Live or its directors, officers, employees or agents, which may discourage such lawsuits against Liberty Live and its directors, officers, employees and agents. Stockholders who do bring a claim in the Nevada Eighth Judicial District Court could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Nevada. The Nevada Eighth Judicial District Court may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to Liberty Live than to its stockholders. Similarly, the federal district courts may also reach different judgments in Securities Act cases than state courts. Alternatively, if a court were to find the choice of forum provision contained in Liberty Live’s restated articles to be inapplicable or unenforceable in an action, Liberty Live may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect Liberty Live’s business and financial condition.

The holders of any series of New Liberty Live Group common stock, or the holders of New Liberty Live Group common stock as a whole, may not have any remedies if an action by its directors or officers prioritizes other interests or has a disparate effect on New Liberty Live Group common stock or any series thereof.

Principles of Nevada law and the provisions of Liberty Live’s restated articles may protect decisions of its board of directors that weigh interests different from those of the holders of New Liberty Live Group common stock, or any series thereof, or that have a disparate impact upon holders of any series of New Liberty Live Group common stock. Under Nevada law, the board of directors has the duty to exercise its powers in good faith and with a view to the interests of the corporation. In doing so, the board of directors may consider all relevant facts, circumstances, contingencies or constituencies, including, without limitation, the interests of the corporation’s employees, suppliers, creditors or customers; the economy of the state or

 

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the nation; the interests of the community or of society; the long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation; or the long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. Directors may consider or assign weight to the interests of any particular person or group, or to any other relevant facts, circumstances, contingencies or constituencies and are not required to consider, as a dominant factor, the effect of a proposed corporate action upon any particular group or constituency having an interest in the corporation. Under the principles of Nevada law referred to above and the business judgment rule, you may not be successful in challenging these decisions if a majority of Liberty Live’s board of directors, or a committee thereof, is disinterested, independent and adequately informed with respect to decisions of the board and acts in good faith and with a view to the interests of the corporation, including all of Liberty Live’s stockholders.

Although New LLYVB is expected to be quoted on the OTC Markets, there is no meaningful trading market expected for the stock.

The shares of New LLYVB will not be widely held, with approximately 97.3% of the outstanding shares of New LLYVB immediately following the Split-Off expected to be beneficially owned by Mr. Malone (based on 2,532,284 shares of LLYVB outstanding as of August 31, 2025). Although New LLYVB is expected to be quoted on the OTC Markets, it is expected to be sparsely traded and will not have an active trading market. The OTC Markets tend to be highly illiquid, in part, because there is no national quotation system by which potential investors can track the market price of shares except through information received or generated by a limited number of broker-dealers that make markets in particular stocks. There is also a greater chance of market volatility for securities that are quoted on the OTC Markets as opposed to a national exchange or quotation system. This volatility is due to a variety of factors, including a lack of readily available price quotations, lower trading volume, the absence of consistent administrative supervision of “bid” and “ask” quotations, and market conditions. Each share of New LLYVB will be convertible, at any time at the option of the holder, into one share of New LLYVA, which is expected to be listed and traded on the Nasdaq Global Select Market under the symbol “LLYVA.”

Factors Relating to Liberty Live’s Business

Liberty Live and Live Nation will have different management teams, which means Liberty Live will not have direct control over how Live Nation will operate on a day-to-day basis.

Liberty Live and Live Nation will have different management teams, which means Liberty Live will not have direct control over how Live Nation will operate on a day-to-day basis. While Liberty Live’s ownership of approximately 30% of the outstanding shares of Live Nation Common Stock and board representation rights will enable it to exercise influence over the management or policies of Live Nation, Liberty Live and Live Nation will have different management teams and Live Nation management will not report directly to Liberty Live’s board of directors. Therefore, Liberty Live will not have direct control over how Live Nation will operate on a day-to-day basis.

Liberty Live’s equity method investment in Live Nation may have a material impact on net earnings (loss) of Liberty Live.

Liberty Live accounts for its investment in Live Nation under the equity method of accounting. Under the equity method, Liberty Live reports its proportionate share of the net earnings or losses of an equity affiliate in its statement of operations under “share of earnings (losses) of affiliates,” which contributes to its earnings (loss) before income taxes. Due to the impact of COVID-19, Live Nation recorded significant losses during the years ended December 31, 2021 and 2020. If the earnings or losses of Live Nation are material in any year, those earnings or losses may have a material effect on Liberty Live’s net earnings or losses. Notwithstanding the impact on Liberty Live’s net earnings or losses, Liberty Live does not have the ability to cause Live Nation to pay dividends or make other payments or advances to its stockholders, including Liberty Live. In addition, Liberty Live’s investment in Live Nation is in publicly traded securities, which is not reflected at fair value on Liberty Live’s balance sheet and is subject to market risk that is not directly reflected in Liberty Live’s statement of operations.

 

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The businesses of Live Nation and Quint are subject to a number of risks and uncertainties, including the following:

Live Nation’s and Quint’s businesses are highly sensitive to consumer preferences (with Live Nation’s business being dependent on its ability to secure popular artists and other live music events), and Live Nation and their ticketing clients and Quint may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for Live Nation’s and Quint’s services, respectively.

Live Nation’s and Quint’s businesses are highly sensitive to rapidly changing consumer preferences and Live Nation’s business is dependent on the availability of popular artists and events. Live Nation’s and Quint’s respective live entertainment businesses depend in part on their ability to anticipate the tastes of consumers and to offer events that appeal to them. Since Live Nation relies on unrelated parties to create and perform at live music events, any unwillingness to tour or lack of availability of popular artists could limit their ability to generate revenue. In particular, there are a limited number of artists that can headline a major North American or global tour or who can sell out larger venues, including many of Live Nation’s amphitheaters. If those artists do not choose to tour, or if Live Nation is unable to secure the rights to their future tours, then their concerts business would be adversely affected. Live Nation’s artist management business could be adversely affected if the artists it represents do not tour or perform as frequently as anticipated, or if such tours or performances are not as widely attended by fans as anticipated due to changing tastes, general economic conditions or otherwise. Live Nation’s ticketing business and Quint’s business relies, respectively, on third parties to create and perform live entertainment, sporting and leisure events and to price tickets and/or hospitality packages, as applicable, to such events. Accordingly, the respective success of Live Nation’s ticketing business and Quint’s business depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.

In addition, Live Nation’s live entertainment business typically books its live music tours four to eight months in advance of the beginning of the tour and often agrees to pay an artist a fixed guaranteed amount prior to Live Nation receiving any revenue. Therefore, if the public is not receptive to the tour, or Live Nation or an artist cancel the tour, Live Nation may incur a loss for the tour depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue they could have earned at booked venues. Live Nation has cancellation insurance policies in place to cover a portion of their losses if an artist cancels a tour but such policies may not be sufficient and are subject to deductibles. Furthermore, consumer preferences change from time to time, and Live Nation’s failure to anticipate, identify or react to these changes could result in reduced demand for their services, which would adversely affect Live Nation’s business, financial condition and results of operations.

Similarly, Quint’s business model requires certain upfront payments for ticket inventory and event costs. Therefore, if the public is not receptive to a particular event or events, or any such event is canceled, Quint may incur a loss for the event depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned. Furthermore, cash flow timing mismatches between costs incurred and revenue recognized could create liquidity pressures for Quint. Quint mitigates cancellation risk through favorable provisions in its ticketing terms and conditions, but such provisions do not guarantee that Quint will be able to realize a full recovery of losses incurred as a result of cancellations. Furthermore, consumer preferences change from time to time, and Quint’s failure to anticipate, identify or react to these changes could result in reduced demand for their services, which would adversely affect Quint’s business, financial condition and results of operations.

Live Nation’s and Quint’s businesses depend, respectively, on relationships between key promoters, executives, agents, managers, artists and clients, as applicable, and any adverse changes in these relationships could adversely affect Live Nation’s and/or Quint’s business, financial condition and results of operations, respectively.

The live music business and the live sports and entertainment events business is each uniquely dependent upon personal relationships, as promoters and executives within live events companies such as Live Nation and Quint leverage, respectively, their existing network of relationships with artists, agents, managers and other rightsholders, as applicable, in order to secure the rights to live music tours and other live events, as applicable, which are critical to Live Nation’s and Quint’s respective success. Due to the importance of those

 

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industry contacts to Live Nation’s and Quint’s businesses, the loss of any of their promoters, officers or other key personnel, or inability to hire such personnel, could adversely affect Live Nation’s and Quint’s businesses. Although Live Nation and Quint have each entered into long-term agreements with certain of those individuals described above to protect their interests in those relationships, they can give no assurance that all or any of these key employees or managers will remain with Live Nation and/or Quint or will retain their associations with key business contacts, including music artists, sports teams and/or other entertainers, as some agreements between a manager and an artist are not for a fixed period of time and are instead terminable at will, or that they will be able to procure favorable rights from all or any of these key promoters.

The success of Live Nation’s ticketing business depends, in significant part, on Live Nation’s ability to maintain and renew relationships with existing clients and to establish new client relationships. Live Nation anticipates that, for the foreseeable future, the substantial majority of their Ticketing segment revenue will be derived from both online and mobile sales of tickets. Live Nation also expects that revenue from primary ticketing services, which consists primarily of their portion of per ticket convenience charges and per order service fees, will continue to comprise the substantial majority of Live Nation’s Ticketing segment revenue. Live Nation cannot provide assurances that they will be able to maintain existing client contracts, or enter into or maintain new client contracts, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on Live Nation’s business, financial condition and results of operations.

Similarly, the success of Quint’s business depends, in significant part, on Quint’s ability to maintain and renew relationships with existing rightsholders and to establish new relationships with other rightsholders. Quint cannot provide assurances that they will be able to maintain existing contracts with key rightsholders, such as Formula 1® or the NBA, or enter into or maintain new contracts with other rightsholders, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on Quint’s business, financial condition and results of operations.

Another important component of Live Nation’s and Quint’s success is their respective abilities to maintain existing and to build new relationships with third-party distribution channels, advertisers, sponsors and service providers. Any adverse change in these relationships, including the inability of these parties to fulfill their obligations to Live Nation’s and/or Quint’s businesses for any reason, could adversely affect Live Nation’s and/or Quint’s business, financial condition and results of operations, as applicable.

Live Nation faces intense competition in the live music and ticketing industries, and they may not be able to maintain or increase their current revenue, which could adversely affect Live Nation’s business, financial condition and results of operations.

Live Nation’s businesses are in highly competitive industries, and Live Nation may not be able to maintain or increase their current revenue due to such competition. The live music industry competes with other forms of entertainment for consumers’ discretionary spending and within this industry Live Nation competes with other venues to book artists, and, in the markets in which they promote music concerts, Live Nation faces competition from other promoters and venue operators. Live Nation’s competitors compete with them for key employees who have relationships with popular music artists and who have a history of being able to book such artists for concerts and tours. These competitors may engage in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential artists. Due to increasing artist influence and competition to attract and maintain artist clients, Live Nation may enter into agreements on terms that are less favorable to them, which could negatively impact their financial results. Live Nation’s competitors may develop services, advertising options or music venues that are equal or superior to those they provide or that achieve greater market acceptance and brand recognition than they achieve. Within the live music industry, Live Nation’s artist management business also competes with numerous other artist management companies and individual managers in the United States alone, both to discover new and emerging artists and to represent established artists. Across the live music industry, it is possible that new competitors may emerge and rapidly acquire significant market share.

Live Nation’s ticketing business faces significant competition from other national, regional and local primary ticketing service providers to secure new and retain existing clients on a continuous basis. Additionally, Live Nation faces significant and increasing challenges from companies that sell self-ticketing

 

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systems and from clients who choose to self-ticket, through the integration of such systems into their existing operations or the acquisition of primary ticket services providers or by increasing sales through venue box offices and season and subscription sales. Live Nation also faces competition in the resale of tickets from resale marketplaces and from other ticket resellers with online distribution capabilities. The advent of new technology, particularly as it relates to online ticketing, has amplified this competition. The intense competition that Live Nation faces in the ticketing industry could cause the volume of their ticketing services business to decline. As Live Nation is also a content provider and venue operator they may face direct competition with their prospective or current primary ticketing clients, who primarily include live event content providers. This direct competition with Live Nation’s prospective or current primary ticketing clients could result in a decline in the number of ticketing clients they have and a decline in the volume of their ticketing business, which could adversely affect Live Nation’s business, financial condition and results of operations.

In the secondary ticket sales market, Live Nation has restrictions on their business that are not faced by Live Nation’s competitors, imposed as a result of agreements entered into with the Federal Trade Commission, the Attorneys General of several individual states, and various international governing bodies. These restrictions include: a requirement to clearly and conspicuously disclose on any primary ticketing website where a link or redirect to a resale website owned or controlled by Live Nation is posted, that the link is directing the user to a resale website and that ticket prices often exceed the ticket’s original price; and a requirement to make certain clear and conspicuous disclosures and in certain instances disclose when a ticket being offered for resale is not “in-hand” as well as a requirement to monitor and enforce the compliance of third parties offering tickets on Live Nation’s websites with such disclosure requirements. There are certain state laws that now ban such speculative ticket listings, and the New York Attorney General has in the past brought lawsuits against resale companies for these practices; Live Nation does not, however, allow the use of such speculative ticketing practices on its websites.

Other variables related to the competitive environment that could adversely affect Live Nation’s financial performance by, among other things, leading to decreases in overall revenue, the number of sponsors, event attendance, ticket prices and fees or profit margins include:

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an increased level of competition for advertising dollars, which may lead to lower sponsorships as Live Nation attempts to retain advertisers or which may cause Live Nation to lose advertisers to their competitors offering better programs that Live Nation is unable or unwilling to match;

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unfavorable fluctuations in operating costs, including increased guarantees to artists, which Live Nation may be unwilling or unable to pass through to customers via higher ticket prices;

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inability or unwillingness to fund the significant up-front cash requirements associated with Live Nation’s touring and ticketing businesses due to insufficient cash on hand or capacity under their senior secured credit facility, which could result in the loss of key tours to competitors or the inability to secure and retain ticketing clients;

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competitors’ offerings that may include more favorable terms than Live Nation does in order to obtain agreements for new venues or ticketing arrangements or to obtain events for the venues they operate;

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technological changes and innovations that Live Nation is unable to adopt or are late in adopting that offer more attractive entertainment alternatives than they or other live entertainment providers currently offer, which may lead to a reduction in attendance at live events, a loss of ticket sales or lower ticket fees; and

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other entertainment options available to Live Nation’s audiences that they do not offer.

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Live Nation’s and Quint’s success depends, in significant part, on entertainment, sporting and leisure events and economic and other factors adversely affecting such events could have a material adverse effect on Live Nation’s and Quint’s respective business, financial condition and results of operations.

A decline in attendance at or reduction in the number of live entertainment, sporting and leisure events may have an adverse effect on Live Nation’s and Quint’s respective revenue and operating income. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their

 

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discretionary spending and advertisers have reduced their advertising expenditures. The impact of economic slowdowns on Live Nation’s and/or Quint’s business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and Live Nation’s and/or Quint’s ability to generate revenue. The risks associated with Live Nation’s and Quint’s respective businesses may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live entertainment, sporting and leisure events. Many of the factors affecting the number and availability of live entertainment, sporting and leisure events are beyond Live Nation’s and Quint’s control. For instance, certain sports leagues have experienced labor disputes leading to threatened or actual player lockouts. Any such lockouts that result in shortened or canceled seasons would adversely impact Live Nation’s and Quint’s respective businesses to the extent that they provide ticketing services to the affected teams both due to the loss of games and ticketing opportunities as well as the possibility of decreased attendance following such a lockout due to adverse fan reaction. In addition, Live Nation and Quint do not have operational control over such live entertainment, sporting and leisure events, which means the events’ organizers’ decisions may be at odds with Live Nation’s and Quint’s respective interests.

Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending. Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact Live Nation’s and Quint’s operating results. These factors can affect attendance at Live Nation’s and Quint’s events, premium seat sales, sponsorship, advertising and hospitality spending, concession and merchandise sales, as well as the financial results of sponsors of Live Nation’s and Quint’s venues, events and the industry. Negative factors such as challenging economic conditions and public concerns over terrorism and security incidents, particularly when combined, can impact corporate and consumer spending, and one negative factor can impact Live Nation’s and Quint’s results more than another. There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting Live Nation’s and Quint’s operating results and growth.

Live Nation is dependent upon their ability to lease, acquire and develop live music venues, and if Live Nation is unable to do so on acceptable terms, or at all, their results of operations could be adversely affected.

Live Nation’s Concerts and Sponsorship & Advertising segments require access to venues to generate revenue from live music events. For these events, Live Nation uses venues that they own, but they also operate a number of live music venues under various agreements which include leases with third parties, ownership through an equity interest or booking agreements, which are agreements where Live Nation contracts to book the events at a venue for a specific period of time. Live Nation’s long-term success in the live music business will depend in part on the availability of venues, their ability to lease these venues and their ability to enter into booking agreements upon their expiration. As many of these agreements are with third parties over whom Live Nation has little or no control, they may be unable to renew these agreements or enter into new agreements on acceptable terms or at all, and may be unable to obtain favorable agreements with venues. Live Nation’s ability to renew these agreements or obtain new agreements on favorable terms depends on a number of other factors, many of which are also beyond their control, such as national and local business conditions and competition from other promoters. If the cost of renewing these agreements is too high or the terms of any new agreement with a new venue are unacceptable or incompatible with Live Nation’s existing operations, they may decide to forego these opportunities. There can be no assurance that Live Nation will be able to renew these agreements on acceptable terms or at all, or that they will be able to obtain attractive agreements with substitute venues, which could have a material adverse effect on Live Nation’s results of operations.

Live Nation may continue to expand their operations through the development of live music venues and the expansion of existing live music venues, which poses a number of risks, including:

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construction of live music venues may result in cost overruns, delays or unanticipated expenses;

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desirable sites for live music venues may be unavailable or costly;

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the attractiveness of Live Nation’s current venues may deteriorate over time; and

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competition may impact Live Nation’s ability to earn attractive returns on their investments.

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Growth or maintenance of Live Nation’s existing revenue depends in part on consistent investment in their venues. Therefore, Live Nation expects to continue to make substantial capital improvements to meet long-term increasing demand, improve value and grow revenue. Live Nation frequently has a number of significant capital projects underway. Numerous factors, many of which are beyond Live Nation’s control, may influence the ultimate costs and timing of various capital improvements.

The amount of capital expenditures can vary significantly from year to year. In addition, actual costs could vary materially from Live Nation’s estimates if their assumptions about the quality of materials, equipment or workmanship required or the cost of financing such expenditures were to change. Construction is also subject to governmental permitting processes which, if changed, could materially affect the ultimate cost.

Additionally, the market potential of live music venue sites cannot be precisely determined, and Live Nation’s live music venues may face competition in markets from unexpected sources. Newly constructed live music venues may not perform up to Live Nation’s expectations. Live Nation faces significant competition for potential live music venue locations and for opportunities to acquire existing live music venues. Because of this competition, Live Nation may be unable to add to or maintain the number of their live music venues on terms Live Nation considers acceptable.

There is the risk of personal injuries and accidents in connection with Live Nation’s live music and Quint’s sports and entertainment events, which could subject them to personal injury or other claims and increase their expenses, as well as reduce attendance at such events, causing a decrease in their revenue and/or damage to their reputation.

There are inherent risks involved with producing live music and sports and other entertainment events. As a result, personal injuries and accidents have occurred, and may in the future occur, from time to time, which could subject Live Nation and Quint to claims and liabilities for personal injuries. Incidents in connection with Live Nation’s live music events at any of their venues or festival sites that they own or rent and/or Quint’s sports and entertainment events could also result in claims, reducing operating income or reducing attendance at Live Nation’s and/or Quint’s events, which could cause a decrease in their respective revenue. Live Nation has been subject to wrongful death claims and is currently subject to other litigation. In addition, while there are security protocols in place at Live Nation’s and Quint’s events, illegal drug use or alcohol consumption at such events could result in negative publicity, adverse consequences (including illness, injury or death) to the persons engaged in such activities or others, and litigation against them. While Live Nation and Quint each maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect them from material financial loss for personal injuries sustained by persons at their venues or events or accidents in the ordinary course of business, there can be no assurance that such insurance will be adequate at all times and in all circumstances.

On November 5, 2021, the Astroworld music festival was held in Houston, Texas. During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries. Following these events, hundreds of civil lawsuits have been filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages. These events were the subject of an inquiry Live Nation received from the House of Representatives Committee on Oversight and Reform. As of December 31, 2024, all wrongful death lawsuits have been resolved, and nearly all claims alleging personal injury have been settled. Live Nation incurred losses in excess of their insurance recovery in connection with those settlements.

Terrorist acts during Live Nation’s live music and Quint’s sports and entertainment events may cause damage and losses that are not covered by insurance.

Live Nation’s live music and Quint’s sports and entertainment events are attended by a large number of spectators. Any such events could be the target of an actual or threatened terrorist act, either of which could be disruptive and lead to the cancellation of such events, increase security requirements and result in a

 

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decline of spectator attendance at such events. Additionally, persons harmed in any terrorist act may attempt to seek compensation from Live Nation and/or Quint. The general risk of a terror attack has increased recently in a number of the countries in which Live Nation’s live music and Quint’s sports and entertainment events are held. Live Nation and Quint each purchase annual insurance policies covering all such events, which provide coverage for third party liability covering personal injury, equipment and property damage. However, there can be no assurance that this insurance will be adequate at all times and in all circumstances. If Live Nation or Quint is held liable for damages beyond the scope of its respective insurance coverage and/or is unable to obtain indemnification from the relevant insurer(s), Live Nation and/or Quint’s business, financial condition and results of operations could be materially and adversely affected, which in turn could materially adversely affect Liberty Live.

Events beyond Live Nation’s and/or Quint’s control may cause one or more live events to be cancelled or postponed, which could result in the loss of revenue for Live Nation and/or Quint.

A live event may have to be postponed or cancelled due to factors beyond Live Nation’s and/or Quint’s control, including power failures, natural disasters or extreme weather, geopolitical conditions or international conflicts, embargoes or sanctions, cancellation of large-scale public events by a competent authority due to a security or terrorism risk, or outbreak of disease, which could result in the loss of revenue for Live Nation and/or Quint. If a live event is not held or is cancelled, Live Nation and/or Quint may be required to refund amounts paid for tickets and/or hospitality offerings, as applicable.

Poor weather adversely affects attendance at Live Nation’s live music events and Quint’s sports and entertainment events, which could negatively impact their financial performance from period to period.

Live Nation promotes and/or tickets many live music events and Quint promotes and/or tickets many live sporting and entertainment events. Weather conditions surrounding these events affect sales of tickets, concessions and merchandise, among other things. Poor weather conditions can have a material effect on Live Nation’s and Quint’s respective results of operations particularly because they promote and/or ticket a finite number of events. Increased weather variability due to climate change exacerbates weather-related issues Live Nation and Quint face. Due to weather conditions, Live Nation and/or Quint may be required to cancel or reschedule an event to another available day or a different venue, which would increase Live Nation’s and/or Quint’s respective costs for the event and could negatively impact the attendance at the event, as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future periods.

Live Nation and Quint both operate in international markets which subject Live Nation and Quint to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets, which could adversely affect Live Nation’s and Quint’s respective business, financial condition and results of operations.

Live Nation and Quint provide services in various jurisdictions abroad through a number of brands and businesses that they own and operate, as well as through joint ventures, and they expect to continue to expand their international presence. Live Nation and Quint face, and expect to continue to face, additional risks in the case of their existing and future international operations, including:

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political instability, adverse changes in diplomatic relations and unfavorable economic and business conditions in the markets in which they currently have international operations or into which they may expand, particularly in the case of emerging markets;

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more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, which could result in increased compliance costs and/or otherwise restrict the manner in which they provide services and the amount of related fees charged for such services;

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limitations on the enforcement of intellectual property rights;

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limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings;

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adverse tax consequences due both to the complexity of operating across multiple tax regimes as well as changes in, or new interpretations of, international tax treaties and structures;

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expropriations of property and risks of renegotiation or modification of existing agreements with governmental authorities;

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diminished ability to legally enforce their contractual rights in foreign countries;

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limitations on technology infrastructure, which could limit their ability to migrate international operations to a common ticketing system;

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variability in venue security standards and accepted practices;

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lower levels of internet usage, credit card usage and consumer spending in comparison to those in the U.S.; and

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difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by U.S. law and their internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing of foreign operations, which they might not be able to do effectively or cost-efficiently.

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As Live Nation and Quint expand into new markets these risks will be intensified and will have the potential to impact a greater percentage of their business and operating results. Live Nation’s and Quint’s ability to expand their respective international operations into new jurisdictions, or further into existing jurisdictions will depend, in significant part, on their ability to identify potential acquisition candidates, joint venture or other partners, and enter into arrangements with these parties on favorable terms, as well as Live Nation’s and Quint’s ability to make continued investments to maintain and grow existing international operations. If the revenue generated by international operations is insufficient to offset expenses incurred in connection with the maintenance and growth of these operations, Live Nation’s and Quint’s respective business, financial condition and results of operations could be materially and adversely affected. In addition, in an effort to make international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

In foreign countries in which Live Nation and Quint operate, a risk exists that their employees, contractors or agents could, in contravention of their policies, engage in business practices prohibited by applicable U.S. laws and regulations, such as the United States Foreign Corrupt Practices Act, as well as the laws and regulations of other countries prohibiting corrupt payments to government officials such as the United Kingdom Bribery Act 2010. Live Nation and Quint maintain policies prohibiting such business practices and have in place global anti-corruption compliance and training programs designed to ensure compliance with these laws and regulations. Nevertheless, the risk remains that one or more employees, contractors or agents, including those based in or from countries where practices that violate such U.S. laws and regulations or the laws and regulations of other countries may be customary, as well as those associated with newly-acquired businesses, will engage in business practices that are prohibited by Live Nation’s or Quint’s policies, circumvent their compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by Live Nation’s and Quint’s internal policies, could result in fines, criminal sanctions against them and their employees, prohibitions on the conduct of their business and damage to their reputation, which could adversely affect their business, financial condition and results of operations.

Live Nation and Quint are subject to extensive governmental regulation, and Live Nation’s and/or Quint’s failure to comply with these regulations could adversely affect their respective business, financial condition and results of operations.

Live Nation’s and Quint’s operations are each subject to certain federal, state and local statutes, rules, regulations, policies and procedures, both domestically and internationally, which are subject to change at any time, governing matters such as:

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privacy laws and protection of personal or sensitive information;

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compliance with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and similar regulations in other countries, as more particularly described above under the risk factor related to Live Nation’s and Quint’s international operations;

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primary ticketing and ticket resale services;

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construction, renovation and operation of Live Nation’s venues;

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licensing, permitting and zoning, including noise ordinances;

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human health, safety, security and sanitation requirements;

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the service of food and alcoholic beverages;

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working conditions, labor, minimum wage and hour, citizenship and employment laws;

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compliance with the ADA and the DDA;

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hazardous and non-hazardous waste and other environmental protection laws;

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sales and other taxes and withholding of taxes;

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marketing activities via the telephone and online; and

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historic landmark rules.

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Live Nation’s or Quint’s failure to comply with these laws and regulations, as applicable, could result in proceedings/fines against them by governmental agencies and private actions brought by consumers, which if material, could adversely affect their respective business, financial condition and results of operations. While Live Nation and Quint attempt to conduct their respective business and operations in a manner that they believe to be in compliance with such laws and regulations, there can be no assurance that a law or regulation will not be interpreted or enforced in a manner contrary to their current understanding of the law or regulation. Similar to Live Nation, Quint is subject to applicable licensing, ADA rules and foodservice regulations. However, Quint is only responsible for operating a small portion of the event venues and therefore, the majority of the compliance obligations and liability rests with the rightsholder and/or promoter.

In addition, the promulgation of new laws, rules and regulations could restrict or unfavorably impact Live Nation’s or Quint’s business, which could decrease demand for services, reduce revenue, increase costs and/or subject them to additional liabilities. For example, some legislatures have proposed laws in the past that would impose potential liability on Live Nation and other promoters and producers of live music events for entertainment taxes and for incidents that occur at Live Nation’s events, particularly relating to drugs and alcohol. New legislation could be passed that may negatively impact Live Nation’s business, such as provisions that have recently been proposed in various jurisdictions. Additionally, governmental actions such as the current sanctions by the United States Department of the Treasury’s Office of Foreign Assets Control and European regulators on certain Russian individuals and entities, as well as other sanctions elsewhere in the world, could restrict or limit Live Nation’s and/or Quint’s business activities in certain areas or subject them to sanction for noncompliance, even if inadvertent. From time to time, federal, state and local authorities and/or consumers commence investigations, inquiries or litigation with respect to Live Nation’s compliance with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws. Live Nation’s businesses have historically cooperated with authorities in connection with these investigations and have satisfactorily resolved each such material investigation, inquiry or litigation. Live Nation is currently subject to agreements with the States of New Jersey, Maryland, Nevada, Illinois, and North Carolina and the FTC which govern, and in certain cases place limitations on, their ticketing resale practices. Live Nation’s competitors in the secondary ticket sales market are not, to their knowledge, bound by such limitations (other than as a result of laws that apply equally to all secondary ticket sellers) and as a result, Live Nation may be at a competitive disadvantage.

Data loss or other breaches of Live Nation’s and/or Quint’s network security could materially harm Live Nation’s and Quint’s respective business and results of operations, and the processing, storage, use and disclosure of personal or sensitive information could give rise to liabilities and additional costs as a result of governmental regulation, litigation and conflicting legal requirements relating to personal privacy rights.

Due to the nature of Live Nation’s and Quint’s respective businesses, they process, store, use, transfer and disclose certain personal or sensitive information about their customers and employees. Penetration of

 

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Live Nation’s or Quint’s network or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could cause interruptions in their operations and subject them to increased costs, litigation, inquiries and actions from governmental authorities, and financial or other liabilities. In addition, security breaches, incidents or the inability to protect information could lead to increased incidents of ticketing fraud and counterfeit tickets. Security breaches and incidents could also significantly damage Live Nation’s and Quint’s reputations with consumers, ticketing clients and other third parties, and could result in significant costs related to remediation efforts, such as credit or identity theft monitoring.

Although Live Nation and Quint have developed systems and processes that are designed to protect customer and employee information and to prevent security breaches or incidents (which could result in data loss or other harm or loss), such measures cannot provide absolute security or certainty. It is possible that advances in computer and hacker capabilities, new variants of malware, the development of new penetration methods and tools, inadvertent violations of company policies or procedures or other developments could result in a compromise of customer or employee information or a breach of the technology and security processes that are used to protect customer and employee information. The techniques used to obtain unauthorized access, automate or expedite transactions or other activities on the respective platforms, disable or degrade service or sabotage systems (or otherwise bring about one or more of these effects) may change frequently and as a result, may be difficult for Live Nation’s or Quint’s business to detect for long periods of time and may impact the efficacy of their defenses and/or the products and services they provide. In addition, despite Live Nation’s and Quint’s best efforts, they may be unaware of or unable to anticipate these techniques or implement adequate preventative measures. Live Nation and Quint have expended significant capital and other resources to protect against and remedy such potential security breaches, incidents and their consequences, including the establishment of a dedicated cybersecurity organization within their larger technology environment, and will continue to do so in the future.

Live Nation and Quint also face risks associated with security breaches and incidents affecting third parties with which they are affiliated or with which they otherwise conduct business. In particular, hardware, software or applications they develop or procure from third parties may contain, and have contained, defects in design or manufacture and/or may pose a security risk that could unexpectedly compromise information security, but none of which have been material to date. Consumers are generally concerned with the security and privacy of the internet, and any publicized security problems affecting Live Nation’s and Quint’s businesses and/or third parties may discourage consumers from doing business with them, which could have an adverse effect on their respective business, financial condition and results of operations.

The U.S. Department of Justice and the attorneys general of certain states have sued Live Nation alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. An unfavorable outcome in this matter could adversely affect Live Nation’s business and operating results.

In May 2024, Live Nation was sued by state and federal authorities for alleged violations of various laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action, with various forms of relief requested for the alleged violations, including without limitation the divestiture of Ticketmaster by Live Nation, cancellation of certain ticketing contracts, enjoining Live Nation from engaging in anticompetitive practices, monetary damages, and other forms of relief. While this litigation is at its early stages and Live Nation believes that it has substantial defenses to the claims asserted in the matter, due to the nature of the allegations and the potential remedies being sought, an unfavorable outcome in this matter could have a material adverse impact on Live Nation’s business and operating results.

Weak and uncertain economic conditions may reduce consumer demand for services and events offered by Live Nation’s and/or Quint’s respective businesses.

A weak or uncertain economy in the U.S. or globally could adversely affect demand for Live Nation’s and Quint’s services and events. Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending, which typically falls during times of economic recession or instability. Many factors related to corporate spending and discretionary consumer spending, including economic conditions

 

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affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results. There remains a high level of uncertainty in the current macroeconomic and geopolitical environments. Economic tensions and changes in international trade policies, including, for example, the recent widespread tariffs announced by the U.S. on its major trading partners, higher tariffs on imported goods and materials and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), have increased inflationary cost pressures and recessionary fears. If economic and financial market conditions in the U.S. or other key markets, including Europe, continue to be uncertain or deteriorate, customers may respond by suspending, delaying or further reducing their discretionary spending. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Accordingly, the ability of Live Nation and/or Quint to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflationary pressures, which have been significant, and the risk of another sharp increase remains high, may increase operational costs, including labor costs, and elevated interest rates or further increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact Live Nation’s and Quint’s operating results. These factors can affect attendance at Live Nation’s and Quint’s events, premium seat sales, sponsorship, advertising and hospitality spending, concession and merchandise sales, as well as the financial results of sponsors of Live Nation’s and Quint’s venues, events and the industry. There can be no assurance that consumer and corporate spending will not be adversely impacted by ongoing uncertainty in the macroeconomic and political environments, or by any future deterioration in such environments, thereby possibly impacting Live Nation’s and Quint’s operating results and growth. Live Nation and Quint currently are unable to predict the extent of any of these potential adverse effects.

 

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/notice/prospectus or in the documents incorporated by reference herein or included as an annex hereto constitute forward-looking statements, including certain statements relating to the completion of the Split-Off, the timing of the Split-Off, the realization of expected benefits from the Split-Off, projected sources and uses of cash, fluctuations in interest rates and stock prices, the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. In particular, statements in the “Questions and Answers,” “Risk Factors,” “The Proposed Transactions,” “The Special Meeting,” “The Split-Off Proposal,” “Description of Business of Liberty Live,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Liberty Live,” “Executive Compensation of Liberty Live” and “U.S. Federal Income Tax Consequences” contain forward-looking statements. Where, in any forward-looking statement, Liberty Media or Liberty Live expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described herein under “Risk Factors,” the following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

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historical financial information and pro forma financial information may not be representative of future results;

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there may be significant transaction costs in connection with the Split-Off;

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Liberty Media and/or Liberty Live may not realize the potential benefits of the Split-Off in the near term or at all;

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an active trading market for New Liberty Live Group common stock may not develop;

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the uncertainty of the market value of the New Liberty Live Group common stock;

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the satisfaction of all conditions to the Split-Off;

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the Split-Off may not be consummated;

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there may be liabilities that are not known, probable or estimable at this time;

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the Split-Off may result in the diversion of management’s time and attention to issues relating to the Split-Off;

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unfavorable outcome of legal proceedings;

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risks related to the Investment Company Act of 1940, as amended (the Investment Company Act);

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risks related to disruption of management time from ongoing business operations due to the Split-Off;

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risks inherent to the business may result in additional strategic and operational risks, which may impact Liberty Media and/or Liberty Live’s risk profiles, which each company may not be able to mitigate effectively;

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Liberty Media’s and Liberty Live’s ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations;

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Liberty Media, Liberty Live and their respective subsidiaries’ indebtedness could adversely affect operations and could limit the ability of such subsidiaries to react to changes in the economy or their industry;

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the success of Liberty Live and the businesses attributed to each of the Liberty Media tracking stock groups and their popularity with audiences;

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Liberty Media, Liberty Live and their respective subsidiaries’ ability to realize the benefits of acquisitions or other strategic investments;

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the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by Liberty Live and the businesses attributed to each of Liberty Media’s tracking stock groups;

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•

the outcome of pending or future litigation;

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the operational risks of Liberty Live and Liberty Media’s subsidiaries and business affiliates with operations outside of the U.S.;

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Liberty Live and Liberty Media’s ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments;

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the degradation, failure or misuse of Liberty Live and Liberty Media’s information systems;

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the ability of Liberty Media, Liberty Live and their respective subsidiaries and business affiliates to comply with government regulations, including, without limitation competition laws and adverse outcomes from regulatory proceedings;

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the regulatory and competitive environment of the industries in which Liberty Live, Liberty Media, and the entities in which Liberty Media has interests, operate;

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changes in the nature of key strategic relationships with partners, vendors and joint venturers;

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the ability of Live Nation and its ticketing clients to anticipate or respond to changes in consumer preferences;

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changes in the nature of Live Nation’s and Quint’s relationships between key promoters, executives, agents, managers, artists and clients;

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the ability of Live Nation to maintain or increase its current revenue in the face of intense competition in the live music and ticketing industries;

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economic and other factors affecting entertainment, sporting and leisure events;

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the ability of Live Nation to lease, acquire and develop live music venues;

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the risk of personal injury or other claims in connection with Live Nation’s live music events and Quint’s sports and entertainment events;

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the risk of poor weather adversely affecting attendance at Live Nation’s live music events and Quint’s sports and entertainment events;

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the impact of events involving the assets and business market value of the New Liberty Live Group common stock;

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fluctuations in currencies against the U.S. dollar;

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Liberty Live and/or Liberty Media’s directors’ or officers’ equity ownership may create the appearance of conflicts of interest; and

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geopolitical incidents, accidents, terrorist acts, international conflicts, natural disasters, including the effects of climate change, or other events that cause one or more events to be canceled or postponed, are not covered by insurance, or cause reputational damage to Liberty Media’s or Liberty Live’s respective subsidiaries and business affiliates.

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These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this proxy statement/notice/prospectus (or, as to documents incorporated by reference, the date of such documents), and Liberty Media and Liberty Live expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein or therein, to reflect any change in the expectations of Liberty Media or Liberty Live with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in “Risk Factors” and other cautionary statements contained or incorporated by reference in this proxy statement/notice/prospectus. Such risk factors and statements describe circumstances that could cause actual results to differ materially from those contained in any forward-looking statement.

This proxy statement/notice/prospectus includes information concerning public companies in which Liberty Media has controlling and non-controlling interests that file reports and other information with the SEC in accordance with the Exchange Act. Information in this proxy statement/notice/prospectus

 

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concerning those companies has been derived from the reports and other information filed by them with the SEC. If you would like further information about these companies, the reports and other information they file with the SEC can be accessed on the Internet website maintained by the SEC at www.sec.gov. Those reports and other information are not incorporated by reference in this proxy statement/notice/prospectus.

 

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THE PROPOSED TRANSACTIONS

Background of the Split-Off

Liberty Media’s Capital Structure

The board of directors of Liberty Media periodically reviews with management the strategic goals and prospects of its various businesses, equity affiliates and other investments. In 2016, Liberty Media recapitalized its common stock into three tracking stock groups, the Liberty SiriusXM Group, the Braves Group and the Liberty Media Group (which was renamed the Formula One Group following the acquisition by Liberty Media of Formula One in January 2017), for the purpose of creating greater transparency for the assets and liabilities attributed to each group, among other reasons. A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of Liberty Media as a whole.

In April 2020, Liberty Media’s board of directors approved the immediate reattribution of certain assets and liabilities between the Formula One Group and the Liberty SiriusXM Group. The assets and liabilities reattributed from the Formula One Group to the Liberty SiriusXM Group were valued at $2.8 billion and $1.3 billion, respectively. Similarly, $1.5 billion of net asset value was reattributed from the Liberty SiriusXM Group to the Formula One Group.

On July 18, 2023, Liberty Media completed the split-off (the Atlanta Braves Holdings Split-Off) of its wholly owned subsidiary, Atlanta Braves Holdings, Inc. (Atlanta Braves Holdings). The Atlanta Braves Holdings Split-Off was accomplished by a redemption by Liberty Media of each outstanding share of each series of Liberty Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. Atlanta Braves Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty Braves Group (the Braves Group) immediately prior to the Atlanta Braves Holdings Split-Off, except for the intergroup interests in the Braves Group attributed to the Liberty SiriusXM Group and the Formula One Group, which were settled and extinguished in connection with the Atlanta Braves Holdings Split-Off.

On August 3, 2023, Liberty Media reclassified its then-outstanding shares of common stock into three new tracking stocks — Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Live common stock, and, in connection therewith, provided for the attribution of the businesses, assets and liabilities of Liberty Media’s remaining tracking stock groups among its newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the Reclassification). As a result of the Reclassification, each then-outstanding share of each series of Liberty SiriusXM common stock was reclassified into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock and each outstanding share of each series of Liberty Formula One common stock was reclassified into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock, in each case, with cash paid in lieu of any fractional shares of Liberty Live common stock.

On September 9, 2024, Liberty Media completed the split-off (the Liberty Sirius XM Holdings Split-Off) of its wholly owned subsidiary, Liberty Sirius XM Holdings Inc. (Liberty Sirius XM Holdings). The Liberty Sirius XM Holdings Split-Off was accomplished through the redemption by Liberty Media of each outstanding share of Liberty SiriusXM common stock in exchange for 0.8375 of a share of Liberty Sirius XM Holdings common stock, with cash paid in lieu of fractional shares. Liberty Sirius XM Holdings was comprised of the businesses, assets and liabilities attributed to the Liberty SiriusXM Group immediately prior to the Liberty Sirius XM Holdings Split-Off.

Following the Liberty Sirius XM Holdings Split-Off, on September 9, 2024, a wholly owned subsidiary of Liberty Sirius XM Holdings merged with and into Sirius XM Holdings Inc., with Sirius XM Holdings Inc. surviving the merger as a wholly owned subsidiary of Liberty Sirius XM Holdings (the Merger and, together with the Liberty Sirius XM Holdings Split-Off, the Sirius XM Transactions). As a result of the Sirius XM Transactions, Liberty Sirius XM Holdings became an independent public company, separate from Liberty Media.

 

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While the Liberty Live Group and the Formula One Group have separate collections of businesses, assets and liabilities attributed to them, neither group is a separate legal entity and therefore neither group can own assets, issue securities or enter into legally binding agreements. Therefore, the Liberty Live Group and Formula One Group do not represent separate legal entities, but rather represent those businesses, assets and liabilities that have been attributed to each respective group. Holders of tracking stock have no direct claim to the group’s assets and therefore do not own, by virtue of their ownership of a Liberty Media tracking stock, any equity or voting interest in a public company other than Liberty Media, such as Live Nation, in which Liberty Media holds an interest that is attributed to the Liberty Live Group. Holders of a tracking stock are also not represented by separate boards of directors. Instead, holders of a tracking stock are stockholders of Liberty Media, with a single board of directors and subject to all of the risks and liabilities of Liberty Media as a whole.

The outstanding shares of Liberty Live common stock are intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Liberty Live Group, which, prior to the Reattribution, are comprised primarily of Liberty Media’s interest in Live Nation, Liberty Media’s interests in certain private assets, the 2.375% Exchangeable Senior Debentures due 2053, the undrawn Margin Loan, the 2025 Forward Contracts, and corporate cash.

The outstanding shares of Liberty Formula One common stock are intended to track and reflect the separate economic performance of the businesses, assets and liabilities attributed to the Formula One Group, which, prior to the Reattribution, are comprised primarily of all of the businesses, assets and liabilities of Liberty Media, other than those specifically attributed to the Liberty Live Group, including Liberty Media’s interest in Formula 1, MotoGP, Quint, corporate cash and Liberty Media’s 2.25% Cash Convertible Notes due 2027.

Although the public markets have historically responded favorably to Liberty Media’s tracking stock structure, Liberty Media believes that the public markets continue to apply a meaningful discount to the Liberty Formula One common stock and the Liberty Live common stock as compared to the underlying value of the businesses and assets of each group, and Liberty Media management began to re-evaluate the benefits of keeping Quint and the businesses attributed to its Liberty Live Group under the same parent company with the businesses attributed to its Formula One Group. As a result, in November 2024, the Liberty Media board authorized management to proceed with a plan to pursue the Split-Off.

The Split-Off

Liberty Live is a newly formed, wholly owned subsidiary of Liberty Media. Upon completion of the Split-Off, Liberty Live will be an independent company and Liberty Media will not retain any ownership interest in Liberty Live. Upon the completion of the Split-Off, Liberty Live’s businesses, assets and liabilities will be comprised of, among other things, all of Liberty Media’s shares of Live Nation Common Stock, which represents approximately 30% of the outstanding shares of Live Nation Common Stock as of July 31, 2025, corporate cash, Liberty Media’s interest in certain private assets, including Liberty Media’s wholly owned subsidiary, Quint, the 2.375% Exchangeable Senior Debentures due 2053, the undrawn Margin Loan, and the 2025 Forward Contracts, and will exclude the Liberty Live Group Excluded Assets. The Reattributed Assets will be contributed to, and the Liberty Live Group Excluded Assets will be excluded from, Liberty Live for purposes of achieving what Liberty Media believes is the appropriate asset and liability mix and capitalization for Liberty Live.

Reasons for the Split-Off

As discussed above, Liberty Media’s management and board of directors periodically review the performance of Liberty Media to evaluate and respond to strategic opportunities and to determine if changes to its capital structure would better maximize stockholder value. Based on that review, Liberty Media’s management and board of directors have determined that its current capital structure does not provide investors with sufficient clarity as to all of its businesses and assets and that trading discounts have been associated with Liberty Media’s tracking stocks (and in particular, the Liberty Live common stock). Liberty Media believes that this has resulted in its existing common stock trading at a discount to the aggregate value of its businesses and assets. Accordingly, the Liberty Media board of directors has determined to effect a change in its capital structure by implementing the Split-Off.

 

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In determining to approve the Split-Off, the Liberty Media board of directors believes that the Split-Off will benefit Liberty Media and its businesses and result in the creation of stockholder value (and consequent benefits to Liberty Media and Liberty Live) because, among other things, the aggregate trading value of New Liberty Live Group common stock and Liberty Formula One common stock is expected to exceed the aggregate trading value of Liberty Media’s existing common stock, although there can be no assurance that this will occur. The Liberty Media board of directors determined that separating Liberty Live from Liberty Media through the Split-Off is appropriate, advisable and in the best interests of Liberty Media and its stockholders. The Liberty Media board of directors determined that the Split-Off would be more beneficial to Liberty Media and its businesses and result in greater stockholder value (and consequent benefits to Liberty Media and Liberty Live) as compared to alternative transactions. The Liberty Media board of directors took into account a number of factors (none of which can be guaranteed to occur) when approving the Split-Off, including the following:

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Reduction of historical trading discount.   The Split-Off is expected to cause the trading discount applied to the Liberty Live common stock and the Liberty Formula One common stock, respectively, to be reduced. As a result of the Split-Off, Liberty Media and Liberty Live will be separately traded companies, and neither company will have tracking stock outstanding immediately following the consummation of the Split-Off. The elimination of the tracking stock structure should serve to reduce the key drivers associated with the historical discount applied to Liberty Media’s tracking stocks, including a reduction of the complexity of Liberty Media’s capital structure and uncertainty surrounding the allocation of capital resources and future corporate opportunities.

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Eligibility for Certain Stock Indices.   Liberty Media’s tracking stock structure currently limits its investor base because tracking stocks are excluded from certain indices. Following the Split-Off and the elimination of Liberty Media’s tracking stock structure, the Series C Liberty Formula One common stock would become eligible for inclusion in the S&P 500, which could create net incremental buying demand for such stock if selected for inclusion.

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Acquisitions by Liberty Media and Liberty Live.   The improved market recognition of the value of the businesses and assets of Liberty Media and Liberty Live resulting from the Split-Off, including the more efficiently priced acquisition currencies in the Liberty Formula One common stock and New Liberty Live Group common stock, would enhance the ability of each of Liberty Media and Liberty Live to issue its equity for purposes of making strategic acquisitions with less dilution to each company’s respective stockholder base. Further, following the Split-Off and the creation of independent pure-play companies, the stock of each of Liberty Media and Liberty Live is expected to be a more attractive and less complicated form of acquisition currency for target companies and their stockholders.

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Capital raising by Liberty Media and Liberty Live.   The Split-Off will provide Liberty Media and Liberty Live with their own independent equity currency that each company will be able to use to raise capital at more efficient valuations for organic growth and in responding to strategic opportunities.

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Attract and retain qualified personnel.   The Split-Off is expected to enhance the ability of Liberty Media and Liberty Live to retain and attract qualified personnel by enabling each company to grant equity incentive awards based on its own publicly traded equity with less dilution to its stockholders (as a result of the expected reduction in the discount associated with its equity) and will further enable each company to more effectively tailor employee benefit plans and retention programs and provide improved incentives to the management, employees and future hires of each company that will better and more directly align the incentives for each company’s management and employees with their performance.

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Expectation for tax-free transaction.   The Liberty Media board of directors’ expectation is that the Split-Off will be completed in a manner that is generally tax-free to Liberty Media and its stockholders.

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The Liberty Media board of directors also considered a number of potential negative aspects and risks in approving the Split-Off, including the following:

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the risk of being unable to achieve the benefits expected from the Split-Off;

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the potential disruption of the businesses of Liberty Media, as its management and employees devote time and resources to completing the Split-Off;

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•

the substantial costs of effecting the Split-Off and continued compliance with legal and other requirements applicable to two separate public reporting companies;

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the significant potential tax liabilities that could arise if the IRS were to successfully assert that the Split-Off is taxable to Liberty Media and/or to the holders of Liberty Live common stock;

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the significant potential indemnification obligations of Liberty Live to Liberty Media under the Tax Sharing Agreement if the IRS were successful in such a claim and that such indemnification obligations are not subject to a cap;

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the risk that Liberty Live may determine to forgo certain transactions that might otherwise be advantageous for some period of time following the Split-Off as a result of Liberty Live’s potential indemnification obligations to Liberty Media under the Tax Sharing Agreement; and

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the interests of Liberty Media’s directors and executive officers in the Split-Off described under “The Proposed Transactions — Interests of Certain Persons”.

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Liberty Media’s board of directors evaluated the costs and benefits of the Split-Off as a whole and did not find it necessary to assign relative weights to the specific factors considered. Liberty Media’s board of directors concluded, however, that the potential benefits of the Split-Off outweighed the potential costs of such transaction, and that separating Liberty Live from Liberty Media by redeeming each outstanding share of LLYVA, LLYVB and LLYVK in exchange for one share of the corresponding series of New Liberty Live Group common stock is generally tax efficient and is necessary, appropriate, advisable and in the best interests of Liberty Media and its stockholders in order to retire the Liberty Live common stock.

The Liberty Media board of directors unanimously recommends that the holders of shares of LLYVA and LLYVB vote “FOR” the Split-Off Proposal.

Interests of Certain Persons

When considering the recommendation of the Liberty Media board of directors with respect to the Split-Off Proposal and the Adjournment Proposal, holders of shares of LLYVA and LLYVB should be aware that certain of Liberty Media’s directors and executive officers may be deemed to have interests in the Split-Off that are different from, or in addition to, those of holders of shares of Liberty Live common stock. These interests may present such persons with actual or potential conflicts of interest. The Liberty Media board of directors was aware of these interests during the deliberations of the merits of the Split-Off, and in deciding to recommend that you vote for each of the Split-Off Proposal and the Adjournment Proposal. These interests include the following:

Derek Chang, President and Chief Executive Officer and a director of Liberty Media will serve on the board of directors of Liberty Live following the completion of the Split-Off. Robert R. Bennett, who is expected to serve as the Chairman of the board of directors of Liberty Live, is also the Vice Chairman of the board of directors of Liberty Media. Chad R. Hollingsworth, who is expected to serve as President and Chief Executive Officer of Liberty Live following the completion of the Split-Off, is also a Senior Vice President of Liberty Media. See “Risk Factors — Factors Relating to Liberty Live’s Corporate History and the Split-Off — Liberty Live is expected to have overlapping directors and officers with Liberty Media and certain other companies, which may lead to conflicting interests” for a discussion of the conflicts that could arise as a result of their positions with Liberty Media and Liberty Live. Holders of shares of LLYVA and LLYVB should also be aware that certain current executive officers of Liberty Media will also serve as executive officers of Liberty Live immediately following the Split-Off. In addition, Liberty Live and Liberty Media will enter into the Services Agreement pursuant to which Liberty Live will pay Liberty Media a monthly management fee on a fixed fee basis, the amount of which will be subject to quarterly review by Liberty Live’s audit committee, in exchange for the provision of certain administrative and management services by Liberty Media and its employees, including the services of its executive officers. Liberty Live may establish, and grant directly to, certain employees Liberty Live’s allocable portion of the employees’ annual equity-based awards. See “Executive Compensation of Liberty Live” beginning on page 106 for more information on the Services Agreement and certain other aspects of the executive officers’ compensation. Furthermore, the directors and executive officers of Liberty Media and Liberty Live currently have indemnification protections for their service as directors and executive officers pursuant to the organizational

 

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documents of Liberty Media and Liberty Live, as applicable, and the directors and executive officers of Liberty Media and Liberty Live have entered into and/or will enter into indemnification agreements with Liberty Media and Liberty Live, respectively. In addition, directors and executive officers of Liberty Media and Liberty Live have insurance protections under Liberty Media’s director and officer liability insurance policies. For any directors or executive officers of Liberty Media that will serve as directors or executive officers of Liberty Live following the completion of the Split-Off, Liberty Live will obtain director and officer liability insurance to cover all directors and executive officers of Liberty Live from and after completion of the Split-Off.

Executive officers and directors of Liberty Media, other than Mr. Malone, hold original Liberty Live options and original Liberty Live RSUs. As described in more detail below under “The Split-Off Proposal — Effect of the Split-Off on Outstanding Original Liberty Live Equity Awards,” in connection with the Split-Off:

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each holder of an original Liberty Live option outstanding at the Split-Off Effective Time will receive, in substitution for such original Liberty Live option, a Liberty Live option, whereby the exercise price of and the number and series of shares of New Liberty Live Group common stock subject to the Liberty Live option will be the same as those associated with the original Liberty Live option award prior to the Split-Off and, except as described above, all other terms of the Liberty Live option (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the original Liberty Live option; and

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each holder of an original Liberty Live RSU outstanding at the Split-Off Effective Time will receive, in substitution for such original Liberty Live RSU, a Liberty Live RSU, whereby the number and series of shares of New Liberty Live Group common stock subject to such Liberty Live RSU will be the same as the number and series of shares of Liberty Live common stock subject to the corresponding original Liberty Live RSU and, except as described above, all other terms of the Liberty Live RSUs (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the original Liberty Live RSU.

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In addition, Liberty Media has previously entered into the Liberty Media Exchange Agreement with Mr. Malone and the JM Trust, whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in Liberty Media would not exceed 49% plus 0.5% (under certain circumstances). The terms and conditions of the Liberty Media Exchange Agreement will continue to apply to Liberty Media and the Liberty Formula One common stock upon completion of the Split-Off. Mr. Malone is not expected to be an officer or director of Liberty Live at the time of the Split-Off, thus, pursuant to the terms of the Liberty Media Exchange Agreement, Liberty Live and Mr. Malone will not be required to and are not expected to enter into such an arrangement in connection with the Split-Off. Further, the JM Trust and the Bennett Entities have entered into the Malone-Bennett Exchange Agreement, whereby the parties shall, subject to the satisfaction or waiver (to the extent permissible) of the conditions set forth therein, including but not limited to, the consummation of the Split-Off, exchange certain shares of New LLYVK owned by the JM Trust for certain shares of New LLYVA owned by the Bennett Entities.

As of the date of this proxy statement/notice/prospectus, to Liberty Media’s knowledge, Liberty Media’s executive officers and directors intend to vote all of the shares of LLYVA and LLYVB beneficially owned by them and that are entitled to vote in favor of the Split-Off Proposal and the Adjournment Proposal. As of the record date, Liberty Media’s executive officers and directors beneficially owned and were entitled to vote, in the aggregate, approximately 49.3% of the voting power of the shares of LLYVA and LLYVB outstanding as of that date.

The Liberty Media board of directors was aware of these interests and considered them when it approved the Split-Off Proposal and the Adjournment Proposal.

 

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THE SPECIAL MEETING

Time, Place and Date

The Special Meeting is to be held at 8:30 a.m., Mountain time, on December 5, 2025. The meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2025SM. To enter the meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. It is recommended that you log in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 5, 2025.

Purpose

At the Special Meeting, holders of shares of LLYVA and LLYVB will be asked to vote on the following proposals:

Split-Off Proposal.   Holders of shares of LLYVA and LLYVB will be asked to consider and vote on the Split-Off Proposal to approve the redemption by Liberty Media of each outstanding share of LLYVA, LLYVB and LLYVK for one share of the corresponding series of New Liberty Live Group common stock.

Please see “The Split-Off Proposal” for more information regarding the Split-Off Proposal.

Adjournment Proposal.   In addition, holders of shares of LLYVA and LLYVB will be asked to consider and vote to approve the adjournment of the Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

Please see “Adjournment Proposal” for more information regarding the Adjournment Proposal.

Quorum

In order to conduct the business of the Special Meeting, a quorum must be present. This means that the holders of a majority in aggregate voting power represented by the shares of LLYVA and LLYVB outstanding on the record date and entitled to vote at the Special Meeting must be represented at the Special Meeting either in person or by proxy. For purposes of determining a quorum, your shares of LLYVA and LLYVB will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If you do not instruct your broker, bank or nominee how to vote your shares, they will have no effect on each of the Split-Off Proposal and the Adjournment Proposal (if a quorum is present). You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LLYVA and LLYVB or when granting or revoking a proxy. Applicable Nasdaq rules that prohibit discretionary voting by brokers with respect to the Split-Off Proposal or Adjournment Proposal may make it more difficult to establish a quorum at the Special Meeting. If a quorum is not present at the Special Meeting, Liberty Media expects the chairman of the meeting to adjourn the meeting in accordance with the terms of Liberty Media’s bylaws for the purpose of soliciting additional proxies.

Who May Vote

Holders of record of shares of LLYVA and LLYVB, in each case, outstanding as of 5:00 p.m., New York City time, on October 9, 2025 (such date and time, the record date for the Special Meeting) will be entitled to vote on each of the Split-Off Proposal and the Adjournment Proposal. Holders of Liberty Formula One common stock and holders of LLYVK are not being asked to vote, and are not entitled to vote, on either of the Split-Off Proposal or the Adjournment Proposal because such vote is not required by Liberty Media’s certificate of incorporation, Liberty Media’s bylaws or the laws of the State of Delaware.

Votes Required

Split-Off Proposal.   The Split-Off Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LLYVA and LLYVB outstanding as of the record date, in

 

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each case, entitled to vote on such proposal and that are present in person or by proxy at the Special Meeting, voting together as a separate class.

As of the date of this proxy statement/notice/prospectus, to Liberty Media’s knowledge, Liberty Media’s executive officers and directors intend to vote all of the shares of LLYVA and LLYVB beneficially owned by them and that are entitled to vote in favor of the Split-Off Proposal and the Adjournment Proposal. As of the record date, Liberty Media’s executive officers and directors beneficially owned and were entitled to vote, in the aggregate, approximately 49.3% of the voting power of the shares of LLYVA and LLYVB outstanding as of that date. Immediately following the Split-Off, Liberty Live will not be deemed a “controlled company” under applicable exchange listing standards.

Adjournment Proposal.   The Adjournment Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LLYVA and LLYVB outstanding as of the record date, in each case, entitled to vote on such proposal and that are present in person or by proxy at the Special Meeting, voting together as a separate class.

As of the date of this proxy statement/notice/prospectus, to Liberty Media’s knowledge, Liberty Media’s executive officers and directors intend to vote all of the shares of LLYVA and LLYVB beneficially owned by them and that are entitled to vote in favor of the Split-Off Proposal and the Adjournment Proposal. As of the record date, Liberty Media’s executive officers and directors beneficially owned and were entitled to vote, in the aggregate, approximately 49.3% of the voting power of the shares of LLYVA and LLYVB outstanding as of that date.

Liberty Media is seeking approval from holders of shares of LLYVA and LLYVB of each of the Split-Off Proposal and the Adjournment Proposal.

You are encouraged to vote “FOR” both of the proposals presented in this proxy statement/notice/​prospectus.

Votes You Have

Pursuant to Liberty Media’s certificate of incorporation, with respect to each of the Split-Off Proposal and the Adjournment Proposal, each holder of record of shares of LLYVA is entitled to one vote per share and each holder of record of shares of LLYVB is entitled to ten votes per share.

Shares Outstanding

As of October 9, 2025, the record date for the Special Meeting, an aggregate of 25,572,802 shares of LLYVA and 2,531,834 shares of LLYVB were issued and outstanding and entitled to vote at the Special Meeting.

Number of Holders

There were, as of the record date for the Special Meeting, approximately 546 and 35 record holders of shares of LLYVA and LLYVB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting Procedures for Record Holders

If you are a stockholder of record, you may also vote via the Internet during the Special Meeting by visiting www.virtualshareholdermeeting.com/LMC2025SM. To enter the Special Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. It is recommended that you log in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 5, 2025.

Voting via the Internet or by Telephone.

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To submit your proxy via the Internet, go to www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to vote your shares.

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•

To submit your proxy by telephone, call 1-800-690-6903. Have your proxy card in hand when you call and then follow the instructions to vote your shares.

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If you vote via the Internet or by telephone, you must do so no later than 11:59 p.m., New York City time, on December 4, 2025.

Voting by Mail.   As an alternative to submitting your proxy via the Internet or by telephone, you may submit your proxy by mail. To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you send the proxy by mail, there may be unexpected delays in mail processing times. You should allow a sufficient number of days to ensure delivery as your proxy must be received by the day immediately prior to the date of the Special Meeting.

Unless subsequently revoked, shares of LLYVA and LLYVB represented by a proxy submitted as described herein and received at or before the Special Meeting will be voted in accordance with the instructions on the proxy.

YOUR VOTE IS IMPORTANT.   It is recommended that you vote by proxy even if you plan to attend the Special Meeting. You may change your vote at the Special Meeting.

If you submit a proxy but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the approval of each of the Split-Off Proposal and the Adjournment Proposal.

If you submit a proxy in which you indicate that you abstain from voting, your shares will count as present for purposes of determining a quorum, but your proxy will have the same effect as a vote “AGAINST” each of the Split-Off Proposal and the Adjournment Proposal.

If you do not submit a proxy and you do not vote online at the Special Meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum. Your failure to vote will have no effect on determining whether the Split-Off Proposal or the Adjournment Proposal are approved (if a quorum is present).

Voting Procedures for Shares Held in Street Name

If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares of LLYVA and LLYVB or when granting or revoking a proxy.

Revoking a Proxy

You may change your vote by attending the Special Meeting online and voting via the Internet at the Special Meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Any signed proxy revocation or later-dated proxy must be received by the day immediately prior to the date of the Special Meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 11:59 p.m., New York City time, on December 4, 2025. Your attendance at the Special Meeting will not, by itself, revoke your proxy.

If your shares are held in an account by a broker, bank or other nominee who you previously contacted with voting instructions, you should contact your broker, bank or other nominee to change your vote.

Solicitation of Proxies

The accompanying proxy for the Special Meeting is being solicited on behalf of the Liberty Media board of directors. In addition to this mailing, Liberty Media’s employees may solicit proxies personally or by telephone. Liberty Media pays the cost of soliciting these proxies. Liberty Media also reimburses brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions.

 

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Liberty Media has also retained D.F. King & Co., Inc. to assist in the solicitation of proxies at a cost of $12,500, plus reasonable out-of-pocket expenses.

If you have any further questions about voting or attending the Special Meeting, please contact Liberty Media’s Investor Relations at (877) 772-1518 or its proxy solicitor, D.F. King & Co., Inc., at (212) 269-5550 (brokers and banks only) or (800) 549-6697 (toll free) or libertymedia@dfking.com.

 

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THE SPLIT-OFF PROPOSAL

General

Under the terms of Liberty Media’s certificate of incorporation, the Liberty Media board of directors may, subject to the requisite approval of the holders of shares of LLYVA and LLYVB voting together as a separate class, redeem all of the outstanding shares of Liberty Live common stock for outstanding shares of New Liberty Live Group common stock. The Liberty Media board of directors has determined to redeem each outstanding share of Liberty Live common stock for one share of the corresponding series of New Liberty Live Group common stock, subject to the receipt of the requisite stockholder approval and the satisfaction or, if permissible, waiver of the other conditions described below.

Accordingly, the Liberty Media board of directors has determined to submit the Split-Off Proposal for the approval of the holders of shares of LLYVA and LLYVB.

The Split-Off

Pursuant to the Split-Off Proposal, holders of shares of LLYVA and LLYVB voting together as a separate class are being asked to approve the Redemption. As a result of the Split-Off, the businesses, assets and liabilities of Liberty Live will consist of the Liberty Live Assets and Liabilities and Liberty Live will be an independent company. A more complete description of the business and assets that will be held by Liberty Live at the time of the Split-Off can be found in “Description of Business of Liberty Live” in this proxy statement/notice/prospectus.

New Liberty Live Group common stock will be divided into three series with different voting rights. Liberty Live’s restated articles will contain many similar provisions to Liberty Media’s certificate of incorporation; however, Liberty Live is a Nevada corporation and the application of Nevada law to holders of New Liberty Live Group common stock will differ in certain material respects from the application of Delaware law to holders of Liberty Live common stock. For a comparison of rights of holders of New Liberty Live Group common stock and Liberty Live common stock, please see “Description of Liberty Live Capital Stock and Comparison of Stockholder Rights” in this proxy statement/notice/prospectus.

Following the Second Contribution, and subject to the approval of the Split-Off Proposal by the holders representing a majority of the aggregate voting power of the shares of LLYVA and LLYVB outstanding as of the record date, in each case, entitled to vote on such matter and that are present in person or by proxy at the Special Meeting, voting together as a separate class, and the satisfaction or, if permissible, waiver of all conditions to the Split-Off, Liberty Media will redeem each outstanding share of Liberty Live common stock for one share of the corresponding series of New Liberty Live Group common stock.

The actual date on which the Split-Off will become effective will be established by the Liberty Media board of directors following the satisfaction or, where permissible, waiver of all conditions to the Split-Off (other than those which by their terms can only be satisfied concurrently with the Split-Off Effective Time). Once established, the Split-Off Effective Time will be publicly announced by Liberty Media. The Split-Off Effective Time would be 5:00 p.m., New York City time, on the effective date of the Split-Off.

Effect of the Split-Off

From and after the Split-Off Effective Time, holders of Liberty Live common stock will no longer have any rights with respect to their shares of Liberty Live common stock, except for the right to receive the applicable series and the whole number of shares of New Liberty Live Group common stock to which such holders are entitled.

The number of shares of Liberty Formula One common stock outstanding prior to the Split-Off will not change as a result of the Split-Off. Following the Split-Off, there will no longer be any LLYVA, LLYVB or LLYVK shares outstanding. As a result, following the Split-Off, the voting rights and liquidation units associated with the outstanding shares of Liberty Live common stock will be eliminated.

Exchange of Shares of Liberty Live Common Stock

Accounts holding shares of Liberty Live common stock in book-entry form will be debited for the applicable series and number of shares to be redeemed as of the Split-Off Effective Time, and promptly

 

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thereafter credited with the applicable series and number of shares of New Liberty Live Group common stock. Registration in book-entry form refers to a method of recording stock ownership when no physical share certificates are issued to stockholders, as is the case in the Split-Off. No letters of transmittal will be delivered to holders of shares in book-entry form, and holders of book-entry shares of Liberty Live common stock will not need to take any action to receive their shares of New Liberty Live Group common stock in the Split-Off.

Conditions to the Split-Off

Liberty Media’s board of directors has reserved the right, in its sole discretion, to amend, modify, delay or abandon the Split-Off and the related transactions at any time prior to the Split-Off Effective Time. The completion of the Split-Off and related transactions are subject to the satisfaction (as determined by the Liberty Media board of directors in its sole discretion), of the following conditions, two of which may be waived by the Liberty Media board of directors in its sole discretion:

(1)   the receipt of the requisite stockholder approval of the Split-Off Proposal;

(2)   the receipt of the opinion of Skadden Arps, dated as of the Redemption Date and in form and substance reasonably acceptable to Liberty Media, to the effect that, for U.S. federal income tax purposes, (i) the Redemption, taken together with the Contributions, will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, (ii) no gain or loss will be recognized by Liberty Media in the Contributions or the transfer of New Liberty Live Group common stock pursuant to the Redemption, and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Live common stock upon the receipt of shares of New Liberty Live Group common stock in the Redemption;

(3)   the effectiveness under the Securities Act of the registration statement, of which this proxy statement/notice/prospectus forms a part, relating to the Split-Off and the issuance of the shares of New LLYVA, New LLYVB and New LLYVK in the Split-Off;

(4)   the effectiveness of the registration of the shares of New LLYVA and New LLYVK under Section 12(b) of the Exchange Act;

(5)   the approval of Nasdaq for the listing of the shares of New LLYVA and New LLYVK;

(6)   (i) any waiting period (and any extension thereof), and any commitments not to close before a certain date under a timing agreement entered into with a governmental authority, applicable to any Liberty Media representative’s receipt of New Liberty Live Group common stock under the HSR Act shall have expired or early termination thereof shall have been granted and (ii) any approval of a governmental authority required under any other law set forth in an exhibit attached to the Reorganization Agreement shall have been obtained or deemed to have been obtained under such applicable law; and

(7)   the receipt of any other regulatory or contractual approvals that Liberty Media’s board of directors determines to obtain.

The first five conditions set forth above are non-waivable. The Liberty Media board of directors may, however, waive the sixth and seventh condition set forth above. In the event the Liberty Media board of directors waives a material condition to the Split-Off, Liberty Media intends to promptly issue a press release and file a Current Report on Form 8-K to report such event.

Effect of the Split-Off on Outstanding Original Liberty Live Equity Awards

Original Liberty Live options, original Liberty Live RSUs and original Liberty Live restricted shares have been granted to various directors and current and former employees of Liberty Media and certain of its subsidiaries pursuant to the various stock incentive plans administered by the Liberty Media board of directors or the compensation committee thereof. Below is a description of the effect of the Split-Off on these outstanding original Liberty Live Equity Awards.

 

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Option Awards

Each holder of an original Liberty Live option at the Split-Off Effective Time will receive, in substitution for such original Liberty Live option, a Liberty Live option. The exercise price of and the number and series of shares of New Liberty Live Group common stock subject to the Liberty Live option will be the same as those associated with the original Liberty Live option prior to the Split-Off.

Except as described above, all other terms of the Liberty Live option (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the original Liberty Live option.

Restricted Stock Units

Each holder of an original Liberty Live RSU at the Split-Off Effective Time will receive, in substitution for such original Liberty Live RSU, a Liberty Live RSU. The number and series of shares of New Liberty Live Group common stock subject to such Liberty Live RSU will be the same as the number and series of shares of Liberty Live common stock subject to the corresponding original Liberty Live RSU. Except as described above, all other terms of the Liberty Live RSUs (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the original Liberty Live RSU.

Restricted Stock Awards

In the Split-Off, each original Liberty Live restricted share will be redeemed for one Liberty Live restricted share. Except as described above, all other terms of the new Liberty Live restricted shares (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the original Liberty Live restricted share.

Transitional Plan

All of the Liberty Live Equity Awards will be issued pursuant to the Liberty Live Holdings, Inc. Transitional Stock Adjustment Plan (the Transitional Plan), a copy of which is filed with the SEC as an exhibit to the Registration Statement on Form S-4. The Transitional Plan will govern the terms and conditions of the Liberty Live Equity Awards but will not be used to make any grants following the Split-Off.

Effect of the Split-Off on Outstanding Liberty Formula One Equity Awards

Options to purchase shares of Liberty Formula One common stock, RSUs with respect to shares of Liberty Formula One common stock and restricted shares of Liberty Formula One common stock have been granted to various directors and current and former employees of Liberty Media and certain of its subsidiaries pursuant to the various stock incentive plans administered by the Liberty Media board of directors or the compensation committee thereof. The Split-Off will not, itself, have any impact on these outstanding equity awards.

Conduct of the Business of the Liberty Live Group if the Split-Off is Not Completed

If the Split-Off is not completed, Liberty Media intends to continue to conduct the business of the Liberty Live Group as a tracking stock group of Liberty Media substantially in the same manner as it is operated today. From time to time, Liberty Media will evaluate and review its business operations, properties, dividend policy and capitalization, and make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to maximize stockholder value.

Accounting Treatment

The Split-Off will be accounted for at historical cost due to the fact that New Liberty Live Group common stock will be exchanged pro-rata for shares of Liberty Live common stock.

No Appraisal Rights

Under the DGCL, holders of Liberty Live common stock will not be entitled to exercise appraisal rights in connection with the Split-Off.

 

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Results of the Split-Off

Immediately following the completion of the Split-Off, Liberty Live expects to have outstanding approximately 25,572,802 shares of New LLYVA, approximately 2,531,834 shares of New LLYVB and approximately 63,797,970 shares of New LLYVK, based upon the number of shares of LLYVA, LLYVB and LLYVK outstanding as of the record date. The actual number of shares of New LLYVA, New LLYVB and New LLYVK to be exchanged in connection with the Split-Off will depend upon the actual number of shares of LLYVA, LLYVB and LLYVK outstanding immediately prior to the Split-Off Effective Time.

Immediately following the completion of the Split-Off, Liberty Live expects to have approximately 546 holders of record of shares of New LLYVA based upon the number of holders of record of shares of LLYVA as of the record date, 35 holders of record of shares of New LLYVB based upon the number of holders of record of shares of LLYVB as of the record date and 724 holders of record of shares of New LLYVK, based upon the number of holders of record of shares of LLYVK as of the record date (which amount does not include the number of stockholders whose shares are held of record by banks, brokerage houses or other institutions, but includes each such institution as one stockholder).

Listing and Trading of New Liberty Live Group Common Stock

On the date of this proxy statement/notice/prospectus, Liberty Live is a newly formed, wholly owned subsidiary of Liberty Media. Accordingly, there is no public market for the New Liberty Live Group common stock. Liberty Live expects to list its shares of New LLYVA and New LLYVK on the Nasdaq Global Select Market under the symbols “LLYVA” and “LLYVK,” respectively. Liberty Live currently expects that its shares of New LLYVB will be quoted on the OTC Markets under the symbol “LLYVB.” Neither Liberty Live nor Liberty Media can assure you as to the trading price of any of New LLYVA, New LLYVB or New LLYVK after the Split-Off. The approval of Nasdaq for the listing of the shares of New LLYVA and New LLYVK is a condition to the Split-Off, which may not be waived by the Liberty Media board of directors.

Voting and Conversion Rights

Following the Split-Off, holders of record of shares of New LLYVA will be entitled to one vote for each share of such stock and holders of record of shares of New LLYVB will be entitled to ten votes for each share of such stock on all matters submitted to a vote of stockholders. Holders of record of shares of New LLYVK will not be entitled to any voting rights, except as otherwise required by Nevada law, in which case, each such holder of record of shares of New LLYVK will be entitled to 1/100 of a vote per share. Each share of New LLYVB will be convertible, at the option of the holder, into one share of New LLYVA. Shares of New LLYVA and New LLYVK are not convertible at the option of the holder. For more information regarding the New Liberty Live Group common stock, see “Description of Liberty Live Capital Stock and Comparison of Stockholder Rights.”

Stock Transfer Agent and Registrar

Broadridge is the transfer agent and registrar for all series of Liberty Media common stock, including the Liberty Live common stock, and will be the transfer agent and registrar for all series of New Liberty Live Group common stock.

Required Vote

The Split-Off Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LLYVA and LLYVB outstanding as of the record date, in each case, entitled to vote on such proposal and that are present in person or by proxy at the Special Meeting, voting together as a separate class. Pursuant to Liberty Media’s certificate of incorporation, with respect to the Split-Off Proposal, each holder of record of shares of LLYVA is entitled to one vote per share and each holder of record of shares of LLYVB is entitled to ten votes per share. Holders of other classes and series of Liberty Media stock, including shares of Liberty Formula One common stock and/or LLYVK, are not being asked to vote, and are not entitled to vote, on the Split-Off Proposal because such vote is not required by Liberty Media’s certificate of incorporation, Liberty Media’s bylaws or the laws of the State of Delaware.

 

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The Liberty Media board of directors has unanimously (a) approved and declared advisable and in the best interests of Liberty Media and its stockholders (including the holders of Liberty Live common stock) the Split-Off and the transactions contemplated thereby, including the Reattribution, the Contributions and the Redemption and the resulting separation of Liberty Live from Liberty Media pursuant to the Redemption, and (b) recommended that holders of shares of LLYVA and LLYVB, voting together as a separate class, approve the Split-Off.

The Liberty Live board of directors has unanimously (a) approved and declared advisable and in the best interests of Liberty Live and its sole stockholder, Liberty Media, the Split-Off and the transactions contemplated thereby, including the Reattribution, the Contributions and the Redemption and the resulting separation of Liberty Live from Liberty Media pursuant to the Redemption, (b) approved and declared advisable Liberty Live’s restated articles and recommended that the sole stockholder of Liberty Live approve Liberty Live’s restated articles, and (c) adopted Liberty Live’s amended and restated bylaws as of immediately prior to the Split-Off Effective Time.

Recommendation

The Liberty Media board of directors has unanimously approved the Split-Off Proposal and believes that the approval of the Split-Off Proposal is in the best interests of Liberty Media and its stockholders. Accordingly, the Liberty Media board of directors unanimously recommends that the holders of shares of LLYVA and LLYVB vote “FOR” the Split-Off Proposal.

 

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ADJOURNMENT PROPOSAL

Liberty Media is asking the holders of shares of LLYVA and LLYVB to approve the adjournment of the Special Meeting by Liberty Media from time to time to solicit additional proxies in favor of the Split-Off Proposal, if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate. If the Special Meeting is adjourned, and the adjournment is for a period of 30 days or less, no notice of the time or place of the reconvened meeting will be given to the holders of shares of LLYVA and LLYVB other than an announcement made at the Special Meeting. At the adjourned meeting any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 30 days, however, a notice of the adjourned meeting shall be given to each holder of shares of LLYVA and LLYVB. If after the adjournment a new record date for the holders of shares of LLYVA and LLYVB is fixed for the adjourned meeting, the Liberty Media board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Delaware law, and shall give notice of the adjourned meeting to the holders of shares of LLYVA and LLYVB at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Required Vote

The Adjournment Proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of LLYVA and LLYVB outstanding as of the record date, in each case, entitled to vote on such proposal and that are present in person or by proxy at the Special Meeting, voting together as a separate class. Pursuant to Liberty Media’s certificate of incorporation, with respect to the Adjournment Proposal, each holder of record of shares of LLYVA is entitled to one vote per share and each holder of record of shares of LLYVB is entitled to ten votes per share. Holders of other classes and series of Liberty Media stock, including shares of Liberty Formula One common stock and/or LLYVK, are not being asked to vote, and are not entitled to vote, on the Adjournment Proposal because such vote is not required by Liberty Media’s certificate of incorporation, Liberty Media’s bylaws or the laws of the State of Delaware.

Recommendation

The Liberty Media board of directors has unanimously approved the Adjournment Proposal and unanimously recommends that the holders of shares of LLYVA and LLYVB vote “FOR” the Adjournment Proposal.

 

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DESCRIPTION OF BUSINESS OF LIBERTY LIVE

Liberty Live is a newly formed, wholly owned subsidiary of Liberty Media. Upon completion of the Split-Off, Liberty Live will be an independent company and Liberty Media will have no continuing stock ownership in Liberty Live. Upon the completion of the Split-Off, Liberty Live’s principal assets will consist of the businesses, assets and liabilities attributed to the Liberty Live Group immediately prior to the Redemption (which, for the avoidance of doubt, excludes the Liberty Live Group Excluded Assets, but includes, among other businesses, assets and liabilities, the Reattributed Assets), including, among others (1) all of Liberty Media’s shares of Live Nation Common Stock, (2) corporate cash, (3) Liberty Media’s interests in certain private assets, including the Reattributed Assets, (4) the 2.375% Exchangeable Senior Debentures due 2053, (5) the undrawn Margin Loan and (6) the 2025 Forward Contracts.

Any references to the “Company,” “we,” “us,” or “ours” refers to Liberty Live and its subsidiaries, as the context requires, following the Split-Off for this section only. The following description assumes that the Split-Off has been completed, and sets forth a description of our principal businesses and assets, including our consolidated subsidiary, Quint, and our equity affiliate, Live Nation.

Description of Business

Live Nation

Overview

Live Nation believes it is the largest live entertainment company in the world, connecting over 788 million fans across all of its concerts and ticketing platforms in 51 countries during 2024.

Live Nation believes it is the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting over 151 million fans to approximately 11,000 artists at 54,000 events in 2024. Live Nation owns, operates, has exclusive booking rights for or has an equity interest for which it has a significant influence in 394 venues globally, including House of Blues® music venues and prestigious locations such as The Fillmore® in San Francisco, Brooklyn Bowl® in New York City, the Hollywood Palladium in Los Angeles, the Moody Center© arena in Austin, the Ziggo Dome in Amsterdam, 3Arena in Dublin, Royal Arena in Copenhagen and Spark Arena in Auckland. Live Nation believes it is one of the world’s leading artist management companies based on the number of artists represented. Live Nation’s artist management companies manage music artists and acts across all music genres.

Live Nation believes it is the world’s leading live entertainment ticketing sales and marketing company, based on the number of tickets it sells. Ticketmaster provides ticket sales services and marketing and distribution globally through www.ticketmaster.com and www.livenation.com and Live Nation’s mobile apps, other websites and numerous retail outlets, distributing over 637 million tickets through Live Nation’s systems in 2024. Ticketmaster serves approximately 11,500 clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, festival and concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.

Live Nation believes its global footprint is one of the world’s largest music advertising networks for corporate brands and includes one of the world’s leading ecommerce websites based on a comparison of gross sales of top internet retailers.

Liberty Media’s Investment in Live Nation

At July 31, 2025, Liberty Media beneficially owned approximately 69.6 million shares of Live Nation Common Stock, which represented approximately 30% of the issued and outstanding shares of Live Nation as of July 31, 2025. Based on a review of Live Nation’s public filings as of August 28, 2025, no other holder of shares of Live Nation Common Stock holds more than 10% of such shares.

Under the Live Nation Stockholder Agreement, Liberty Media has the right to nominate two directors (one of whom must qualify as an independent director) to the Live Nation board of directors, currently comprised of 12 directors, for so long as Liberty Media’s ownership interest provides it with not less than 5%

 

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of the total voting power of Live Nation’s equity securities. Liberty Media is not aware of any other person or entity holding director nomination rights. Liberty Media also has the right to cause one of its nominees to serve on the audit committee and the compensation committee of the board, provided they meet the independence and other qualifications for membership on those committees. Live Nation has waived the director independence requirement with respect to Liberty Media’s nominees to the Live Nation board of directors, and Liberty Media has waived its right to cause one of its nominees to serve on the audit and compensation committees of the board.

Liberty Media has agreed under the Live Nation Stockholder Agreement not to acquire beneficial ownership of Live Nation equity securities that would result in Liberty Media having in excess of 35% of the voting power of Live Nation’s equity securities. That percentage is subject to decrease for specified transfers of Liberty Media’s Live Nation stock. Liberty Media has been exempted from the restrictions on business combinations set forth in Section 203 of the General Corporation Law of the State of Delaware, and Live Nation has agreed in the Live Nation Stockholder Agreement not to take certain actions that would materially and adversely affect Liberty Media’s ability to acquire Live Nation securities representing up to 35% of the voting power of Live Nation’s equity securities. Liberty Live expects Liberty Media’s rights pursuant to the Live Nation Stockholder Agreement will be assigned to Liberty Live in connection with the Split-Off.

Live Nation’s Strategy

Live Nation’s strategy is to grow its global leadership position in live entertainment, promote more shows, sell more tickets and partner with more sponsors, thereby increasing its revenue, earnings and cash flow. Live Nation serves artists, venues and sports teams and leagues to secure content and tickets; Live Nation invests in technology to build innovative products which advance its ticketing, digital presence, including mobile platforms, and advertising; and Live Nation is paid by advertisers that want to connect their brands with Live Nation’s passionate fan base.

Live Nation’s core businesses surrounding the promotion of live events include ticketing and sponsorship and advertising. Live Nation believes its focus on growing these businesses will increase shareholder value as it continues to enhance its revenue streams and achieve economies of scale with its global platforms. Live Nation also continues to strengthen its core operations, further expanding into global markets and optimizing its cost structure. Live Nation executes on its strategy and thereby grows and innovates through the initiatives listed below.

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Expand Live Nation’s Concert Platform.   Live Nation will deliver more shows, grow its fan base and increase its ticket sales by continuing to build Live Nation’s portfolio of concerts globally, expanding its business into additional top global music markets, and further building its presence in existing markets. This includes investing capital expenditures in new venues and enhancements to existing venues. Through Live Nation’s culture of serving artists and a focus on supporting the development of emerging artists, Live Nation believes it can continue to expand its concert base.

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Grow Live Nation’s Revenue per Show.   Live Nation will grow its revenue per show across its venues through more effective ticket pricing, broader ticketing distribution and more targeted promotional marketing. Live Nation will also grow Live Nation’s onsite fan monetization by improving ease of purchase, through improved onsite food and beverage and other products, merchandising, and enhanced experiences for Live Nation’s fans.

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Invest in Live Nation’s Ticketing Platform.   Live Nation will continue to invest in its ticketing enterprise system and develop innovative products to better serve its enterprise clients and continue to build its global client base. These include technological and digital transformations, enhanced marketing capabilities, and improved analytical tools to meet the needs of venues, event organizers and Live Nation’s fans.

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Grow Live Nation’s Marketplace Capabilities.   Live Nation is focused on selling tickets through a wide set of sales channels including mobile, online and affiliate partners while continuing to broaden its digital rollout. Live Nation will grow the volume of secondary tickets sold through a trusted environment for fan ticket exchanges, allowing its fans to have a dependable, secure destination for secondary ticket acquisition for all events. Within this, Live Nation will continue to invest in tools that

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reduce fraud and help artists and teams determine how to get their tickets into the hands of real fans. Lastly, Live Nation is focused on leveraging its platform by growing non-service fee revenue streams including insurance, additional enterprise tools, payment integration and other upsells.

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Grow Sponsorship and Advertising Partnerships.   Live Nation will continue to drive growth in its sponsorship relationships and capture a larger share of the global music sponsorship market by further monetizing its fan base and growing its portfolio of brands. Live Nation will focus on expanding existing partnerships and developing new corporate sponsor partners to provide them with targeted strategic programs, accessing the fans attending Live Nation’s shows. Live Nation will continue to develop and to scale new products in order to drive onsite and digital revenue.

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Live Nation’s Strengths

Live Nation believes it has unique resources that are unmatched in the live entertainment industry.

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Fans.   During 2024, Live Nation connected over 788 million fans to their favorite live events. Live Nation’s database of fans and their interests provides Live Nation with the means to efficiently communicate to them about shows they are likely to be interested in.

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Artists.   Live Nation has extensive relationships with artists ranging from those just beginning their careers to established superstars. In 2024, Live Nation promoted shows for approximately 11,000 artists globally. In addition, through Live Nation’s artist management companies, it managed more than 380 artists in 2024.

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Digital Platforms and Ticketing.   Live Nation owns and operates various branded websites, both in the United States and abroad, which are customized to reflect services offered in each jurisdiction. Live Nation’s primary commercial websites, www.livenation.com and www.ticketmaster.com, together with its other branded ticketing websites, are designed to promote ticket sales for live events. Live Nation also has both Live Nation and Ticketmaster mobile apps that its fans can use to access event information and buy tickets.

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Distribution Network.   Live Nation believes that its global network of promoters, venues and festivals provides it with a strong position in the live concert industry. Live Nation believes it has one of the largest global networks of live entertainment businesses in the world, with offices in 47 countries worldwide. In addition, Live Nation owns, leases, operates, has exclusive booking rights for, or has an equity interest for which it has a significant influence in 394 venues and has operations located across 51 countries as of the end of 2024, making Live Nation, it believes, the second largest operator of music venues in the world. Live Nation also believes that it is one of the largest music festival producers in the world with 137 festivals globally in 2024. In addition, Live Nation believes that its global ticketing distribution network — with approximately 11,500 clients worldwide in 2024 — makes it the largest ticketing network in the world.

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Sponsors.   Live Nation monetizes its physical and digital assets through long-term sponsorship agreements and advertising. Live Nation employs a sales force of approximately 760 people that worked with more than 1,500 sponsors during 2024, through a combination of strategic partnerships, local venue-related deals, national agreements and digital campaigns, both in North America and internationally. Live Nation’s sponsors include some of the most well-recognized national and global brands across diverse sectors including consumer, financials and leisure, such as Citibank, O, Mastercard, Cisco, Red Bull and Anheuser Busch (each of these brands is a registered trademark of the sponsor).

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Live Nation’s Industry

Live Nation operates in the following main industries within the live entertainment business: live music events, music venue operations, the provision of management and other services to artists and athletes, ticketing services and sponsorship and advertising sales.

The live music industry includes concert promotion and/or production of music events or tours. Typically, to initiate live music events or tours, booking agents work with artists. Booking agents then work with promoters, who will contract with them or with artists directly, to promote events. Promoters earn revenue