Live Nation Entertainment: amends employment agreement with CEO Michael Rapino

What happened

• The filing reports that on Sep 30, 2026 Live Nation Entertainment and Michael Rapino entered into an amended and restated employment agreement, effective Oct 1, 2026, under which Mr. Rapino will continue to serve as President and Chief Executive Officer and as a member of the board through Dec 31, 2031. The board unanimously approved the Employment Agreement, with Mr. Rapino abstaining.
• The Employment Agreement amends, restates, and supersedes Mr. Rapino’s existing employment agreement, although the prior agreement continues to govern his annual cash performance bonus and annual performance-based equity award for calendar year 2026 and the treatment of his equity awards outstanding as of the Effective Date.

Key details

• target compensation mix: 70% performance-based, 25% time-based equity, and 5% guaranteed salary; annual base salary $3,000,000 and annual target cash performance bonus $17,000,000 (commencing 2027).
• ongoing annual equity awards beginning in 2027: Annual Performance Shares with target value not less than $10,000,000 (50% issued at certification, 50% one year later); Annual time-based RSU award $15,000,000 vesting 20% per year over five years; Annual PSU award with target $15,000,000 and a maximum payout of 200% based on relative total shareholder return versus the S&P 500 over a three-year performance period (payouts: 0% below 25th percentile, 25% at 25th, 100% at 50th, 200% at 75th, with linear interpolation).
• upfront and vesting arrangements: on the Effective Date Mr. Rapino will receive Upfront RSUs with grant value $20,000,000 vesting 40% on year 1, 20% on year 2, 20% on year 3, 10% on year 4, and 10% on year 5.
• termination and change-in-control terms: if terminated without cause or he resigns for good reason, subject to a release, he receives a lump-sum cash payment equal to (base salary + most recent performance bonus + value of most recently earned Annual Performance Shares) multiplied by 2, and immediate acceleration of unvested equity (Annual PSU Awards to vest at target); death or disability triggers a lump-sum cash payment equal to base salary plus most recent performance bonus and immediate acceleration of unvested equity (Annual PSU Awards at target); on a change in control while employed, unvested equity vests in full (Annual PSU Awards vest based on actual performance through the change in control date). The agreement also describes differing vesting outcomes if employment ends at the conclusion of the term under various renewal or nonrenewal scenarios.

Why it may matter

• Item 5.02 was reported; the filing describes the amended and restated employment agreement for a named executive officer and the material terms of that agreement, including compensation, equity awards, vesting and certain termination and change-in-control provisions. This filing does not show why the insider traded or why the company acted.