Liberty Live Holdings Reports Material Definitive Agreement & Asset Deal

TL;DR

Liberty Live Holdings just filed an 8-K detailing a material agreement and asset deal - big moves happening!

AI Summary

Liberty Live Holdings, Inc. filed an 8-K on December 15, 2025, reporting on several material events that occurred on December 14, 2025. These include entering into a material definitive agreement, completion of an acquisition or disposition of assets, material modifications to security holder rights, and changes related to officers and directors. The filing also covers amendments to articles of incorporation or bylaws and Regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant corporate actions by Liberty Live Holdings, Inc., including potential acquisitions or dispositions and changes in governance, which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple material events, including definitive agreements and asset transactions, which inherently carry business and financial risks.

Key Players & Entities

• Liberty Live Holdings, Inc. (company) — Filer of the 8-K report
• 0001104659-25-121239 (filing_id) — Accession number for the 8-K filing
• December 14, 2025 (date) — Earliest event date reported in the 8-K
• December 15, 2025 (date) — Date of the 8-K filing

FAQ

Key Financial Figures

• $0.01 — ts Liberty Live common stock, par value $0.01 per share, in exchange for one share of
• $104.91 — initial exchange price of approximately $104.91 per share. A total of approximately 11
• $1,150 million — ount of the Exchangeable Debentures was $1,150 million. Pursuant to the terms of the Indentur

Filing Documents

• tm2533349d1_8k.htm (8-K) — 59KB
• tm2533349d1_ex2-1.htm (EX-2.1) — 197KB
• tm2533349d1_ex3-1.htm (EX-3.1) — 385KB
• tm2533349d1_ex3-2.htm (EX-3.2) — 120KB
• tm2533349d1_ex10-1.htm (EX-10.1) — 221KB
• tm2533349d1_ex10-2.htm (EX-10.2) — 96KB
• tm2533349d1_ex10-3.htm (EX-10.3) — 37KB
• tm2533349d1_ex10-4.htm (EX-10.4) — 38KB
• tm2533349d1_ex10-5.htm (EX-10.5) — 18KB
• tm2533349d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-25-121239.txt ( ) — 1629KB
• tmb-20251214.xsd (EX-101.SCH) — 4KB
• tmb-20251214_def.xml (EX-101.DEF) — 26KB
• tmb-20251214_lab.xml (EX-101.LAB) — 36KB
• tmb-20251214_pre.xml (EX-101.PRE) — 25KB
• tm2533349d1_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On December 15, 2025, at 4:05 p.m., New York announced split-off (the " Split-Off ") of its former wholly owned subsidiary Liberty Live Holdings, Inc. (the " Company "). The Split-Off was accomplished by a redemption by Liberty Media of each outstanding share of its Liberty Live common stock, par value $0.01 per share, in exchange for one share of the corresponding series of Liberty Live Group common stock, par value $0.01 per share, of the Company. As a result of the Split-Off, the Company is now an independent, publicly traded company and its businesses, assets and liabilities consist of those businesses, assets and liabilities previously attributed to Liberty Media's Liberty Live Group as of immediately prior to the Split-Off. Split-Off Agreements and New Holder Assignment And Assumption Agreement In connection with the Split-Off, the following agreements were entered into by the Company (the " Split-Off Agreements "): the Reorganization Agreement, dated as of December 14, 2025, by and between the Company and Liberty Media, which provides for, among other things, the principal corporate transactions required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between the Company and Liberty Media with respect to and resulting from the Split-Off; the Tax Sharing Agreement, dated as of December 15, 2025, by and between the Company and Liberty Media, which governs the allocation of taxes, tax benefits, tax items and tax-related losses between the Company and Liberty Media; the Services Agreement, dated as of December 15, 2025, by and between the Company and Liberty Media, which governs the provision by Liberty Media to the Company of specified services and benefits following the Split-Off; the Facilities Sharing Agreement, dated as of D

03. Material Modification to Rights of Securities

Item 3.03. Material Modification to Rights of Securities Holders. The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

02. Departure of Directors or Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Directors; Resignation of Renee L. Wilm and Chad R. Hollingsworth At the Effective Time, the size of the Company's board of directors (the " Board ") was increased to five directors, and to fill the vacancies and newly created directorships resulting from the resignations described below and the expansion of the Board, Robert R. Bennett, Derek Chang, Carl E. Vogel, David J.A. Flowers and Bill Kurtz were appointed to the Board. Following the appointments, the Company has a total of five directors and Robert R. Bennett serves as Chairman of the Board. The members of the Board are divided into three classes: (i) Mr. Kurtz appointed as a Class I Director, whose term will expire at the annual meeting of stockholders in 2026; (ii) Mr. Flowers and Mr. Vogel appointed as Class II Directors, whose terms will expire at the annual meeting of stockholders in 2027; and (iii) Mr. Bennett and Mr. Chang appointed as Class III Directors, whose terms will expire at the annual meeting of stockholders in 2028. Mr. Bennett and Mr. Chang will serve as members of the Executive Committee of the Board. Mr. Vogel, Mr. Flowers and Mr. Kurtz will serve as members of the Audit Committee of the Board, the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board, and each of Mr. Vogel, Mr. Flowers and Mr. Kurtz will serve as the chairperson of the foregoing committees, respectively, following the Split-Off. In connection with the closing of the Split-Off and appointment of the new directors, Renee L. Wilm and Chad R. Hollingsworth resigned from the Board, effective as of the Effective Time. Ms. Wilm remains Chief Legal Officer and Chief Administrative Officer of the Company. Mr. Hollingsworth remains the President and Chief Executive Officer of the Company. Officers of th

03. Amendment to Articles of Incorporation or

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 15, 2025, the Company filed its Amended and Restated Articles of Incorporation (the " Restated Articles ") with the Nevada Secretary of State, which became effective as of 4:01 p.m., New York City time, on December 15, 2025. The Restated Articles provided for the reclassification of the Company's then outstanding common stock, par value $0.01 per share, into the Company's Series A Liberty Live Group common stock, Series B Liberty Live Group common stock and Series C Liberty Live Group common stock (collectively, the " Liberty Live Group Common Stock "). The Restated Articles also authorize a group of common stock to be designated the Ventures Group common stock (" Ventures Group Common Stock " and together with Liberty Live Group Common Stock, the " Company Common Stock "), which may be issued in three series. No shares of Ventures Group Common Stock are outstanding. The Restated Articles set forth the terms of the Company Common Stock and the rights of holders of the Company Common Stock. Shares of the Company's Series A Liberty Live Group common stock and Series C Liberty Live Group common stock will begin trading on Nasdaq under the symbols "LLYVA" and "LLYVK" on December 16, 2025. Shares of the Company's Series B Liberty Live Group common stock will be quoted on the OTC Markets under the symbol "LLYVB" and quoting is expected to begin on or around December 17, 2025. Also on December 15, 2025, effective as of the Effective Time, the Company amended and restated its bylaws (the " Bylaws ") to read as filed as Exhibit 3.2 to this Current Report on Form 8-K. The section of the Prospectus entitled "Description of Liberty Live Capital Stock and Comparison of Stockholder Rights," which describes certain provisions of the Restated Articles and Bylaws, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 15, 2025, the Company and Liberty Media issued a joint press release announcing the completion of the Split-Off. The full text of the press release is filed as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Reorganization Agreement, dated as of December 14, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 3.1 Amended and Restated Articles of Incorporation of Liberty Live Holdings, Inc. 3.2 Amended and Restated Bylaws of Liberty Live Holdings, Inc. 10.1 Tax Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 10.2 Services Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 10.3 Facilities Sharing Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc., Liberty Property Holdings, Inc., Liberty Tower, Inc. and Liberty Centennial Holdings, Inc. 10.4 Aircraft Time Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and Liberty Live Holdings, Inc. 10.5 New Holder Assignment and Assumption Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, Liberty Live Holdings, Inc. and Live Nation Entertainment, Inc. 99.1 Joint Press Release, dated December 15, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 15, 2025 LIBERTY LIVE HOLDINGS, INC. By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President and Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR