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Our Defining Attributes

EXPERIENCE-DRIVEN

We invest in and support businesses that benefit from durable demand for live entertainment and shared experiences.

OPPORTUNISTIC

We evaluate capital deployment, our balance sheet, and strategic alternatives with a high degree of flexibility.

FINANCIALLY DISCIPLINED

We apply rigorous capital allocation frameworks to maximize per-share value across market cycles.

LONG-TERM ORIENTED

We recognize the enduring value of scaled live entertainment platforms and invest with patience through economic cycles.

STOCKHOLDER ALIGNED

We emphasize equity alignment and value creation on a per-share basis.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Liberty Live Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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LIBERTY LIVE HOLDINGS, INC.

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

DEAR FELLOW STOCKHOLDER:

You are cordially invited to attend the 2026 annual meeting of stockholders of Liberty Live Holdings, Inc. to be held at 12:00 p.m., Mountain time, on May 11, 2026. The annual 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/LLYV2026. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or 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 May 11, 2026.

At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.

Thank you for your cooperation and continued support and interest in Liberty Live Holdings, Inc.

Very truly yours,

[MISSING IMAGE: sg_chadhollingsworth-bw.jpg]

Chad R. Hollingsworth
President and Chief Executive Officer
March 26, 2026

The Notice of Internet Availability of Proxy Materials is first being mailed on or about March 27, 2026, and the proxy materials relating to the annual meeting will first be made available on or about the same date.

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NOTICE OF 2026 ANNUAL MEETING OF
STOCKHOLDERS

Notice is hereby given of the annual meeting of stockholders of Liberty Live Holdings, Inc. (Liberty Live Holdings). The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders.


MEETING DATE & TIME	VIRTUAL MEETING LOCATION	RECORD DATE
May 11, 2026, at 12:00 p.m. MT	You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LLYV2026	5:00 p.m., New York City time, on March 23, 2026

To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or 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 May 11, 2026.

At the annual meeting, you will be asked to consider and vote on the following proposals. Our Board of Directors (Board or Board of Directors) has unanimously approved each proposal for inclusion in the proxy materials.

PROPOSAL		BOARD RECOMMENDATION	PAGES
1	A proposal (which we refer to as the election of director proposal) to elect Bill Kurtz to continue serving as a Class I member of our Board until the 2029 annual meeting of stockholders or his earlier resignation or removal.	FOR the director nominee	10
2	A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2026.	FOR	28
3	A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Compensation”.	FOR	31
4	A proposal (which we refer to as the say-on-frequency proposal) to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held.	3 YEARS	32
	You may also be asked to consider and vote on such other business as may properly come before the annual meeting.

We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. You may vote electronically during the annual meeting or by proxy prior to the meeting by telephone, via the Internet or by mail:

Internet

Virtual Meeting

Phone

Mail

Vote online at www.proxyvote.com

Vote live during the annual meeting at the URL above

Vote by calling 1-800-690-6903 (toll free) in the United States or Canada

Vote by returning a properly completed, signed and dated proxy card

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	WHO MAY VOTE			WHO MAY NOT VOTE
	Holders of record of our following series of common stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof: • Series A Liberty Live Group common stock • Series B Liberty Live Group common stock These holders will vote together as a single class on each proposal.			Holders of record of our Series C Liberty Live Group common stock, par value $0.01 per share, as of the record date are NOT entitled to any voting powers, except as required by Nevada law, and may not vote on the proposals to be presented at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be
Held on May 11, 2026: our Notice of Annual Meeting of Stockholders, Proxy Statement and 2025
Annual Report to Stockholders are available at www.proxyvote.com.

By order of the Board of Directors,

Michael E. Hurelbrink

Assistant Vice President and Secretary
Englewood, Colorado
March 26, 2026

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN THE PROXY CARD IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS BY MAIL.

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Table of Contents

	PROXY SUMMARY					1
	About Our Company					1
	Voting Roadmap					2
	Proxy Statement for Annual Meeting of Stockholders					4
	THE ANNUAL MEETING					5
	Notice and Access of Proxy Materials					5
	Electronic Delivery					5
	Time, Place and Date					5
	Purpose					6
	Quorum					6
	Who May Vote					6
	Votes Required					7
	Votes You Have					7
	Shares Outstanding					7
	Number of Holders					7
	Voting Procedures for Record Holders					7
	Voting Procedures for Shares Held in Street Name					8
	Revoking a Proxy					8
	Solicitation of Proxies					8
	Other Matters to be Voted on at the Annual Meeting					9
	Stockholder Proposals					9
	Additional Information					9
	PROPOSAL 1 – THE ELECTION OF DIRECTOR PROPOSAL					10
	Board of Directors Overview					10
	Vote and Recommendation					10
	Our Board at a Glance					11
	Director Skills and Experience					12
	Nominee for Election as Director					13
	Directors Whose Term Expires in 2027					14
	Directors Whose Term Expires in 2028					16
	CORPORATE GOVERNANCE					18
	Director Independence					18
	Board Composition					18
	Board Classification					18
	Board Leadership Structure					18
	Board Role in Risk Oversight					19
	Code of Ethics					19
	Insider Trading Policy					19
	Family Relationships; Legal Proceedings					19
	Committees of the Board of Directors					19
	Board Criteria and Director Candidates					23
	Board Meetings					25

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

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Glossary of Defined Terms

	Atlanta Braves Holdings				Atlanta Braves Holdings, Inc.
	Charter				Charter Communications, Inc.
	DHC				Discovery Holding Company (predecessor of Discovery Communications)
	Discovery				Discovery, Inc. (formerly Discovery Communications) (Warner Bros. Discovery’s predecessor)
	Discovery Communications				Discovery Communications, Inc.
	GCI Liberty				GCI Liberty, Inc.
	Liberty Broadband				Liberty Broadband Corporation
	Liberty Expedia				Liberty Expedia Holdings, Inc.
	Liberty Live Holdings				Liberty Live Holdings, Inc.
	Liberty Media				Liberty Media Corporation (including predecessors)
	Liberty TripAdvisor				Liberty TripAdvisor Holdings, Inc.
	Live Nation				Live Nation Entertainment, Inc.
	LMAC				Liberty Media Acquisition Corporation
	Mercer				Mercer (US) Inc.
	Old GCI Liberty				GCI Liberty, Inc. (former company from 2018 to 2020)
	QVC Group				QVC Group, Inc. (formerly Qurate Retail, Inc.)
	Quint				QuintEvents, LLC
	Scripps				Scripps Network Interactive, Inc.
	Sirius XM				Sirius XM Holdings Inc.
	Warner Bros. Discovery				Warner Bros. Discovery, Inc.

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Cautionary Note Regarding Forward-Looking Statements

This proxy statement includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies and initiatives and their expected benefits and other matters that are not historical facts. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could” or similar terminology. These statements are based upon management’s current expectations and assumptions and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things, possible changes in market acceptance of new products or services, regulatory matters affecting our businesses, the unfavorable outcome of pending or future litigation, the failure to realize benefits of acquisitions, rapid industry change, failure of third parties to perform, continued access to capital on terms acceptable to Liberty Live Holdings, changes in law, including consumer protection laws, and their enforcement. Additional information regarding risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the Securities and Exchange Commission (the SEC), including under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026 (the 2025 Form 10-K), and in our subsequent periodic reports. Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. We believe these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations.

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PROXY SUMMARY

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.

ABOUT OUR COMPANY

Liberty Live Holdings, through its subsidiary, Quint, and equity method affiliate, Live Nation, is primarily engaged in the live entertainment industry. In December 2025, Liberty Live Holdings was split-off from Liberty Media.

SEC Form DEF 14A filed by Liberty Live Holdings Inc.