LLYVA/K Liberty Live Holdings, Inc. - 8-K

Item 1.01. Entry into a Material Definitive
Agreement.

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

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

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

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

4.1

Indenture, dated as of March 20, 2026, between Liberty Live Holdings, Inc., as Issuer, and U.S. Bank Trust Company, National Association, as Trustee.

4.2

Form of 2.375% Exchangeable Senior Debenture due 2053 (included in Exhibit 4.1).

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).