Liberty Live Holdings, Inc. 10-K

Item 9A. Controls and Procedures. In accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and principal accounting and financial officer (the “Executives”) and under the oversight of its Board of Directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2025. Based on that evaluation, the Executives concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Changes in Internal Control Over Financial Reporting There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Report of Management’s Assessment Regarding Internal Control Over Financial Reporting This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Additionally, our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the Jump Start Our Businesses Act. Item 9B. Other Information. Insider Trading Arrangements None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. II-15 Table of Contents ​ ​ Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Liberty Live Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Liberty Live Holdings, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive earnings (loss), cash flows, and equity for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. ​ Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ /s/ KPMG LLP ​ We have served as the Company’s auditor since 2025. ​ Denver, Colorado February 26, 2026 ​ ​ ​ II-16 Table of Contents LIBERTY LIVE HOLDINGS, INC. Consolidated Balance Sheets December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Assets ​ amounts in thousands Current assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 545,494 ​ 402,641 Trade and other receivables, net ​ 30,372 ​ 20,055 Prepaid assets ​ ​ 44,163 ​ 38,093 Other current assets ​ 9,435 ​ 11,587 Total current assets ​ 629,464 ​ 472,376 ​ ​ ​ ​ ​ ​ Investments in equity securities ​ ​ 162,066 ​ 173,349 Investments in equity affiliates, accounted for using the equity method ​ ​ 624,278 ​ 430,435 Goodwill (note 7) ​ 127,367 ​ 125,495 Intangible assets subject to amortization, net (note 7) ​ 118,605 ​ 141,782 Deferred tax assets (note 9) ​ ​ 183,944 ​ 234,097 Other assets, at cost, net of accumulated amortization ​ 43,169 ​ 7,492 Total assets ​ ​ 1,888,893 ​ 1,585,026 Liabilities and Equity ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ Accounts payable ​ ​ 11,521 ​ 16,284 Accrued liabilities ​ 36,436 ​ 34,610 Deferred revenue ​ ​ 154,997 ​ 126,752 Current portion of debt, measured at fair value (note 8) ​ 1,666,546 ​ — Financial instrument liabilities (note 5) ​ ​ 20,265 ​ — Related party liabilities (note 11) ​ ​ 2,722 ​ 8,786 Other current liabilities ​ 4,234 ​ 1,067 Total current liabilities ​ 1,896,721 ​ 187,499 Long-term debt, measured at fair value (note 8) ​ — ​ 1,556,399 Other liabilities ​ 19,307 ​ 18,250 Total liabilities ​ 1,916,028 ​ 1,762,148 Equity: ​ ​ ​ ​ ​ Series A Liberty Live Group common stock, $ .01 par value. Authorized 521,400,000 shares; issued and outstanding 25,573,685 and zero at December 31, 2025 and December 31, 2024, respectively ​ ​ 256 ​ — Series B Liberty Live Group common stock, $ .01 par value. Authorized 19,552,500 shares; issued and outstanding 2,530,951 and zero at December 31, 2025 and December 31, 2024, respectively ​ ​ 25 ​ — Series C Liberty Live Group common stock, $ .01 par value. Authorized 521,400,000 shares; issued and outstanding 63,826,864 and zero at December 31, 2025 and December 31, 2024, respectively ​ ​ 638 ​ — Former parent's investment ​ — ​ 256,874 Additional paid-in capital ​ ​ 403,647 ​ — Accumulated other comprehensive earnings (loss), net of taxes ​ ​ ( 16,561 ) ​ ( 86,139 ) Retained earnings (accumulated deficit) ​ ( 437,086 ) ​ ( 369,970 ) Total equity (deficit) ​ ( 49,081 ) ​ ( 199,235 ) Noncontrolling interests in equity of subsidiaries ​ ​ 21,946 ​ 22,113 Total equity (deficit) ​ ​ ( 27,135 ) ​ ( 177,122 ) Commitments and contingencies (note 14) ​ ​ ​ ​ ​ Total liabilities and equity ​ $ 1,888,893 ​ 1,585,026 ​ See accompanying notes to consolidated financial statements. II-17 Table of Contents LIBERTY LIVE HOLDINGS, INC. Consolidated Statements Of Operations Years ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ amounts in thousands, ​ ​ except per share amounts Revenue, net ​ ​ ​ $ 378,077 ​ 334,725 ​ ​ ​ Related party revenue, net (note 11) ​ ​ 3,874 ​ 5,768 ​ Total revenue, net ​ ​ 381,951 ​ 340,493 ​ Operating costs and expenses: ​ ​ ​ ​ ​ ​ Cost of revenue, including stock-based compensation ​ 215,913 ​ 224,347 Related party cost of revenue (note 11) ​ ​ 92,516 ​ 68,888 ​ Selling, general and administrative expenses, including stock-based compensation and acquisition costs ​ 99,134 ​ 69,019 Depreciation and amortization ​ 26,120 ​ 27,447 Impairment of intangible assets (note 7) ​ ​ — ​ 67,066 ​ ​ ​ 433,683 ​ 456,767 Operating income (loss) ​ ( 51,732 ) ​ ( 116,274 ) Other income (expense): ​ ​ ​ ​ ​ ​ Interest expense ​ ( 29,531 ) ​ ( 29,121 ) Dividend and interest income ​ ​ 15,693 ​ 21,782 ​ Share of earnings (loss) of affiliates, net (note 6) ​ ​ 132,689 ​ 237,666 ​ Realized and unrealized gains (losses), net (note 5) ​ ​ ( 161,980 ) ​ ( 262,733 ) ​ Gain (loss) on dilution of investment in affiliate ​ ​ ( 1,182 ) ​ 5,846 ​ Other income (expense), net ​ ​ ( 4,184 ) ​ ( 1,284 ) ​ ​ ​ ( 48,495 ) ​ ( 27,844 ) Earnings (loss) before income taxes ​ ( 100,227 ) ​ ( 144,118 ) Income tax (expense) benefit (note 9) ​ 13,093 ​ 30,034 Net earnings (loss) ​ ​ ( 87,134 ) ​ ( 114,084 ) ​ Less net earnings attributable to noncontrolling interests ​ ​ ( 167 ) ​ ( 1,320 ) ​ Net earnings (loss) attributable to Liberty Live ​ $ ( 86,967 ) ​ ( 112,764 ) ​ ​ ​ ​ ​ ​ ​ Basic net earnings (loss) attributable to Series A, Series B and Series C Liberty Live Group shareholders per common share (note 2) ​ $ ( 0.95 ) ​ ( 1.23 ) ​ Diluted net earnings (loss) attributable to Series A, Series B and Series C Liberty Live Group shareholders per common share (note 2) ​ $ ( 0.95 ) ​ ( 1.23 ) ​ See accompanying notes to consolidated financial statements. ​ II-18 Table of Contents LIBERTY LIVE HOLDINGS, INC. Consolidated Statements Of Comprehensive Earnings (Loss) Years ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ amounts in thousands Net earnings (loss) ​ ​ ​ $ ( 87,134 ) ​ ( 114,084 ) ​ Other comprehensive earnings (loss), net of taxes: ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ 2,402 ​ ( 1,776 ) ​ Credit risk on fair value debt instruments gains (losses) ​ ​ 15,473 ​ ( 54,266 ) ​ Share of other comprehensive earnings (loss) of equity affiliates ​ ​ 51,703 ​ ( 85,810 ) ​ Recognition of previously unrealized (gains) losses on debt ​ ​ — ​ 1,369 ​ Other comprehensive earnings (loss) ​ 69,578 ​ ( 140,483 ) ​ Comprehensive earnings (loss) ​ ( 17,556 ) ​ ( 254,567 ) ​ Less comprehensive earnings (loss) attributable to the noncontrolling interests ​ ( 167 ) ​ ( 1,320 ) ​ Comprehensive earnings (loss) attributable to Liberty Live ​ $ ( 17,389 ) ​ ( 253,247 ) ​ ​ See accompanying notes to consolidated financial statements. ​ ​ ​ II-19 Table of Contents ​ LIBERTY LIVE HOLDINGS, INC. Consolidated Statements Of Cash Flows Years ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ amounts in thousands Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings (loss) ​ $ ( 87,134 ) ​ ( 114,084 ) ​ Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 26,120 ​ 27,447 ​ Impairment of intangible assets ​ ​ — ​ 67,066 ​ Stock-based compensation ​ 5,529 ​ 11,007 ​ Share of (earnings) losses of affiliate, net ​ ​ ( 132,689 ) ​ ( 237,666 ) ​ (Gain) loss on dilution of investment in affiliates ​ ​ 1,182 ​ ( 5,846 ) ​ Realized and unrealized (gains) losses, net ​ ​ 161,980 ​ 262,733 ​ Deferred income tax expense (benefit) ​ ( 15,415 ) ​ ( 30,848 ) ​ Minimum guaranteed rightsholder relationships expense ​ ​ 5,850 ​ 4,616 ​ Other, net ​ 4,671 ​ 2,891 ​ Changes in operating assets and liabilities ​ ​ ​ ​ ​ ​ Decrease (increase) in accounts receivable ​ ( 10,317 ) ​ 4,833 ​ Decrease (increase) in prepaid expenses ​ ​ ( 6,070 ) ​ ( 5,560 ) ​ Decrease (increase) in other assets ​ ​ ( 1,899 ) ​ ( 2,583 ) ​ (Decrease) increase in trade accounts payable and accrued liabilities ​ ​ ( 3,385 ) ​ ( 17,014 ) ​ (Decrease) increase in deferred revenue ​ ​ 27,309 ​ 4,132 ​ (Decrease) increase in amounts due to/from related parties, net ​ ​ ( 6,064 ) ​ 6,386 ​ (Decrease) increase in other liabilities ​ ​ 877 ​ ( 2,738 ) ​ Net cash provided (used) by operating activities ​ ( 29,455 ) ​ ( 25,228 ) ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Proceeds from sale of investments ​ ​ 194 ​ 108,275 ​ Cash (paid) received for acquisitions, net of cash acquired ​ ​ — ​ ( 205,211 ) ​ Investments in equity securities ​ ( 3,331 ) ​ ( 250 ) ​ Other investing activities, net ​ ( 340 ) ​ ( 328 ) ​ Net cash provided (used) by investing activities ​ ( 3,477 ) ​ ( 97,514 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Repayments of debt ​ — ​ ( 71,484 ) ​ Parent contribution ​ ​ 2,297 ​ 305,259 ​ Cash received from Liberty Media in Split-Off ​ ​ 171,672 ​ — ​ Minimum guaranteed payments on rightsholder relationships ​ ​ ( 6,414 ) ​ ( 4,616 ) ​ Other financing activities, net ​ 209 ​ ( 1,327 ) ​ Net cash provided (used) by financing activities ​ 167,764 ​ 227,832 ​ Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash ​ 1,156 ​ ( 513 ) ​ Net increase (decrease) in cash, cash equivalents and restricted cash ​ 135,988 ​ 104,577 ​ Cash, cash equivalents and restricted cash at beginning of period ​ 409,506 ​ 304,929 ​ Cash, cash equivalents and restricted cash at end of period ​ $ 545,494 ​ 409,506 ​ ​ See accompanying notes to consolidated financial statements . ​ II-20 Table of Contents LIBERTY LIVE HOLDINGS, INC. Consolidated Statement Of Equity Years ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Former ​ ​ ​ other ​ ​ ​ Noncontrolling ​ ​ ​ ​ Liberty Live Group ​ Parent's ​ Additional ​ comprehensive ​ Retained ​ interest in ​ Total ​ ​ Common Stock ​ Investment ​ paid-in ​ earnings (loss), ​ earnings ​ equity of ​ equity ​ ​ ​ Series A ​ Series B ​ Series C ​ (deficit) ​ capital ​ net of taxes ​ (accumulated deficit) ​ subsidiaries ​ (deficit) ​ amounts in thousands ​ Balance at December 31, 2023 ​ ​ — ​ — ​ — ​ ( 44,534 ) ​ — ​ 54,344 ​ ( 257,206 ) ​ 23,433 ​ ( 223,963 ) ​ Net earnings (loss) ​ ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 112,764 ) ​ ( 1,320 ) ​ ( 114,084 ) ​ Other comprehensive earnings (loss) ​ ​ — ​ — ​ — ​ — ​ — ​ ( 140,483 ) ​ — ​ — ​ ( 140,483 ) ​ Stock-based compensation ​ ​ — ​ — ​ — ​ 3,842 ​ — ​ — ​ — ​ — ​ 3,842 ​ Contributions (to) from former parent, net ​ ​ — ​ — ​ — ​ 305,259 ​ — ​ — ​ — ​ — ​ 305,259 ​ Withholding on net-share settlements ​ ​ — ​ — ​ — ​ ( 3,649 ) ​ — ​ — ​ — ​ — ​ ( 3,649 ) ​ Share of Live Nation sales (purchases) of noncontrolling interests ​ ​ — ​ — ​ — ​ ( 7,132 ) ​ — ​ — ​ — ​ — ​ ( 7,132 ) ​ Other ​ ​ — ​ — ​ — ​ 3,088 ​ — ​ — ​ — ​ — ​ 3,088 ​ Balance at December 31, 2024 ​ $ — ​ — ​ — ​ 256,874 ​ — ​ ( 86,139 ) ​ ( 369,970 ) ​ 22,113 ​ ( 177,122 ) ​ Net earnings (loss) ​ ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 86,967 ) ​ ( 167 ) ​ ( 87,134 ) ​ Other comprehensive earnings (loss) ​ ​ — ​ — ​ — ​ — ​ — ​ 69,578 ​ — ​ — ​ 69,578 ​ Change in capitalization in connection with Split-Off ​ ​ 256 ​ 25 ​ 638 ​ ( 404,575 ) ​ 403,656 ​ — ​ — ​ — ​ — ​ Contributions (to) from former parent, net ​ ​ — ​ — ​ — ​ 167,345 ​ — ​ — ​ — ​ — ​ 167,345 ​ Stock-based compensation ​ ​ — ​ — ​ — ​ 5,012 ​ 517 ​ — ​ — ​ — ​ 5,529 ​ Withholding on net-share settlements ​ ​ — ​ — ​ — ​ ( 2,005 ) ​ — ​ — ​ — ​ — ​ ( 2,005 ) ​ Share of Live Nation sales (purchases) of noncontrolling interests ​ ​ — ​ — ​ — ​ ( 7,021 ) ​ ( 617 ) ​ — ​ — ​ — ​ ( 7,638 ) ​ Share of Live Nation change in accounting policy (note 6) ​ ​ — ​ — ​ — ​ — ​ — ​ — ​ 2,092 ​ — ​ 2,092 ​ Other ​ ​ — ​ — ​ — ​ ( 15,630 ) ​ 91 ​ — ​ 17,759 ​ — ​ 2,220 ​ Balance at December 31, 2025 ​ $ 256 ​ 25 ​ 638 ​ — ​ 403,647 ​ ( 16,561 ) ​ ( 437,086 ) ​ 21,946 ​ ( 27,135 ) ​ ​ ​ See accompanying notes to consolidated financial statements. ​ ​ II-21 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2025 and 2024 (1) Basis of Presentatio n In November 2024, the board of directors of Liberty Media Corporation (“Liberty Media”) authorized Liberty Media management to pursue a plan to split off the Liberty Live Group (the “Split-Off”), which was completed on December 15, 2025. Immediately prior to effecting the Split-Off, Liberty Media’s subsidiary, QuintEvents, LLC (“Quint”), interests in certain private assets and $ 171.7 million of cash were reattributed from Liberty Media’s Formula One Group to its Liberty Live Group in exchange for interests in certain other private assets. Liberty Media effected the Split-Off through the redemption of Liberty Media’s Liberty Live common stock in exchange for Liberty Live Group common stock of a newly formed company called Liberty Live Holdings, Inc. (“Liberty Live” or the “Company”). Liberty Media redeemed each outstanding share of its Series A , Series B and Series C Liberty Live common stock for one share of the corresponding series of Liberty Live Group common stock of Liberty Live. Liberty Live beneficially owns approximately 69.6 million shares of Live Nation Entertainment, Inc. (“Live Nation”) common stock, Quint, interests in certain private assets, corporate cash and debt obligations. The accompanying consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and represent a combination of the historical financial information of Quint and the Liberty Live Group. Although Liberty Live was reported as a combined company until the date of the Split-Off, all periods reported herein are referred to as consolidated. These financial statements refer to the consolidation of businesses, assets and liabilities to be included in Liberty Live as, “Liberty Live,” “the Company,” “us,” “we” and “our” in the notes to the consolidated financial statements. The Split-Off was accounted for at historical cost due to the pro rata nature of the distribution to holders of Liberty Live common stock. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Description of Business Quint Quint is a leading global provider of premium sports and entertainment experiences. Through exclusive rights agreements with sports leagues, event organizers, and governing bodies, Quint designs, develops, and sells official ticket-inclusive hospitality and single to multi-day experiential packages that may include on or off-site experiences, transportation, and hotel accommodations, with involvement of Quint personnel throughout the multi-day experiences. Quint’s solutions are marketed to both individual consumers and corporate clients seeking premium access to live events. Quint’s services also include event management, travel logistics, digital platform development, customer service, and the fulfillment of all associated hospitality and travel arrangements. Quint revenue is seasonal due to its highest revenue earning events taking place during the second and fourth quarters each year. Live Nation Live Nation is one of the largest live entertainment companies in the world, and 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. Live Nation is one of the world’s leading artist management companies based on the number of artists represented. Live Nation’s II-22 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 artist management companies manage music artists and acts across all music genres. Live Nation is one of the world’s leading live entertainment ticketing sales and marketing companies, based on the number of tickets it sells. Live Nation’s 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. Terms of Live Nation Investment At December 31, 2025, we beneficially owned approximately 69.6 million shares of Live Nation common stock (“LYV”), which represented approximately 30 % of the issued and outstanding shares of Live Nation as of December 31, 2025. Under our stockholders agreement with Live Nation, we have 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 our ownership interest provides us with not less than 5 % of the total voting power of Live Nation’s equity securities. We also have the right to cause one of our nominees to serve on the audit committee and the compensation committee of the Live Nation board of directors, provided they meet the independence and other qualifications for membership on those committees. Live Nation has waived the director independence requirement with respect to our nominees to the Live Nation board of directors, and we have waived our right to cause one of our nominees to serve on the audit and compensation committees of the board of directors of Live Nation. We have agreed under the stockholders agreement not to acquire beneficial ownership of Live Nation equity securities that would result in our having in excess of the Applicable Percentage (as defined below) of the voting power of Live Nation’s equity securities. The “Applicable Percentage” initially is 35 % and is subject to decrease for specified transfers of our Live Nation stock. We have 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 stockholders agreement not to take certain actions that would materially and adversely affect our ability to acquire Live Nation securities representing up to the Applicable Percentage. Split-Off of Liberty Live from Liberty Media Following the Split-Off, Liberty Media and Liberty Live operate as separate, publicly traded companies, and neither has any continuing stock ownership, beneficial or otherwise, in the other. In connection with the Split-Off, Liberty Media and Liberty Live entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements include a services agreement, an aircraft time sharing agreement, and a facilities sharing agreement (the “Ancillary Agreements”) in addition to a reorganization agreement and a tax sharing agreement. The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Liberty Live and Liberty Media with respect to and resulting from the Split-Off. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty Media and Liberty Live and other agreements related to tax matters. Pursuant to the tax sharing agreement, the Company has a tax sharing receivable of $ 37.1 million, of which $ 1.3 million is recorded in other current assets on the consolidated balance sheet and $ 35.8 million is recorded in other assets on the consolidated balance sheet as of December 31, 2025. Pursuant to the services agreement, Liberty Media provides Liberty Live with general and administrative services including legal, tax, accounting, treasury and investor relations support. Liberty Live reimburses Liberty Media for direct, out-of-pocket expenses and pays a services fee to Liberty Media under the services agreement that is subject to adjustment quarterly, as necessary. Under the facilities sharing agreement, Liberty Live shares office space with Liberty Media and II-23 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 related amenities at Liberty Media’s corporate headquarters. The aircraft time sharing agreement provides for Liberty Media to lease its aircraft to Liberty Live for use on a periodic, non-exclusive time sharing basis. A portion of Liberty Media’s general and administrative expenses, including legal, tax, accounting, treasury and investor relations support was previously allocated to the Liberty Live Group each reporting period based on an estimate of time spent. The Liberty Live Group paid $ 25.8 million and $ 5.2 million during the years ended December 31, 2025 and 2024, respectively, for shared services and other directly incurred expenses, which are reflected in the consolidated statements of operations in selling, general and administrative expenses. Future amounts allocated to Liberty Live through the Ancillary Agreements are expected to be approximately $ 9.0 million annually. Additionally, Liberty Live expects to incur corporate overhead expenses primarily related to being a standalone public company of approximately $ 8.0 million annually. (2) Summary of Significant Accounting Policies Cash and Cash Equivalents The Company maintains cash deposits with financial institutions that at times may exceed federally insured limits. The Company maintains deposits held in money market fund accounts that are measured at fair value (level 1). The balance held in money market funds as of December 31, 2025 and 2024, was $ 507,389 thousand and $ 335,345 thousand, respectively. Prepaid Assets Quint has prepaid assets that primarily consist of pre-purchased event tickets along with other prepaid assets related to delivering experiential programs to its customers. In the event that Quint cannot utilize the prepaid assets or to the extent such assets will be sold at an amount that is less than the cost to purchase, Quint records an impairment expense through cost of revenue in the consolidated statements of operations. Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Accounts Receivable and Contract Assets, net of Allowance for Credit Losses An account receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. For certain types of contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under these contracts, the contract assets are reclassified to accounts receivable. The Company applies the expected credit loss methodology in estimating its allowance for credit losses by first considering historical losses and adding consideration of current market conditions, the customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers . II-24 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 A summary of activity in the allowance for credit losses is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance ​ Additions ​ ​ ​ ​ Balance ​ ​ beginning ​ Charged ​ Deductions- ​ end of ​ ​ of year ​ to expense ​ write-offs ​ year ​ ​ amounts in thousands 2025 ​ ​ ​ $ 1,382 ​ 51 ​ ( 377 ) ​ ​ 1,056 ​ 2024 ​ $ — ​ 2,517 ​ ( 1,135 ) ​ ​ 1,382 ​ ​ Derivative Instruments and Hedging Activities All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statements of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. The Company generally enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings. Investments in Equity Securities All marketable equity securities held by the Company are carried at fair value, generally based on quoted market prices and changes in the fair value of such securities are reported in realized and unrealized gain (losses) on financial instruments in the accompanying consolidated statements of operations. The Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. The Company performs a qualitative assessment for equity securities without readily determinable fair values each reporting period to determine whether the security could be impaired. If the qualitative assessment indicates that an impairment could exist, we estimate the fair value of the investments, and, to the extent the security’s fair value is less than its carrying value, an impairment is recorded in the consolidated statements of operations. ​ II-25 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Investments in Equity Affiliates, Accounted for Using the Equity Method For those investments in affiliates in which the Company has the ability to exercise significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the equity method investee. The Company determines the difference between the purchase price of the equity method investee and the underlying equity which results in an excess basis in the investment. When applicable, this excess basis is allocated to the underlying assets and liabilities of the Company’s equity method investee through an acquisition accounting exercise and is allocated within memo accounts used for equity method accounting purposes. Depending on the applicable underlying assets, these amounts are either amortized over the applicable useful lives or determined to be indefinite lived. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses of such affiliate on a lag. Changes in the Company’s proportionate share of the underlying equity of an equity method investee, which result from the issuance of additional equity securities by such equity method investee, are recognized in the statement of operations through the Gain (loss) on dilution of investment in affiliate line item. We periodically evaluate our equity method investment to determine if decreases in fair value below our cost basis are other than temporary. If a decline in fair value is determined to be other than temporary, we are required to reflect such decline in our consolidated statements of operations. Other than temporary declines in fair value of our equity method investment would be included in Share of earnings (losses) of affiliates in our consolidated statements of operations. The primary factors we consider in our determination of whether declines in fair value are other than temporary are the length of time that the fair value of the investment is below our carrying value; the severity of the decline; and the financial condition, operating performance and near term prospects of the equity method investee. In addition, we consider the reason for the decline in fair value, be it general market conditions, industry specific or equity method investee specific; analysts’ ratings and estimates of 12 month share price targets for the equity method investee; changes in stock price or valuation subsequent to the balance sheet date; and our intent and ability to hold the investment for a period of time sufficient to allow for a recovery in fair value. As Liberty Live does not control the decision making process or business management practices of our affiliates accounted for using the equity method, Liberty Live relies on management of its affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, Liberty Live relies on the audit reports that are provided by the affiliates’ independent auditors on the financial statements of such affiliate. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on Liberty Live’s consolidated financial statements. See note 6 for additional discussion regarding our investment in Live Nation. Intangible Assets Goodwill is not amortized, but instead is tested for impairment at least annually. The annual impairment assessment of the Company’s goodwill is performed during the fourth quarter of each year, or more frequently if events and circumstances indicate impairment may have occurred. The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. II-26 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current and prior years for other purposes. If based on the qualitative analysis it is more likely than not that an impairment exists, the Company performs the quantitative impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in the Company’s valuation analysis are based on management’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Rightsholder Relationships Quint enters into contracts with various rightsholders to obtain the ability to utilize the rightsholders’ intellectual property (logos, brand names, etc.) and to gain access to ticket inventory in order to sell event experiential packages under the rightsholders’ brand. Generally, the contracts are multi-year arrangements in which Quint pays an annual fee to obtain the right to sell event experiential packages and separately purchases event tickets from the rightsholder. The annual fee Quint will pay over the contractual term to obtain the right to sell event experiential packages is capitalized and accounted for as an intangible asset (amortized through cost of revenue) along with a corresponding liability. Substantially all of Quint’s rightsholder relationships were initially recorded at fair value as part of the acquisition of Quint (see note 4), and amortization related to these rightsholder relationships is recorded in depreciation and amortization in the consolidated statements of operations. Any event tickets purchased are included within prepaid assets on the consolidated balance sheets. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or an asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. Sales, value add, and other taxes, when collected concurrently with revenue producing activities, are excluded from revenue. Incremental costs of obtaining a contract are expensed when the amortization period II-27 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 of the asset is one year or less. To the extent the incremental costs of obtaining a contract relate to a period greater than one year, the Company capitalizes and amortizes such incremental costs in a manner that is consistent with the transfer to the customer of the goods or services to which the asset relates. If, at contract inception, we determine the time period between when we transfer a promised good or service to a customer and when the customer pays us for that good or service is one year or less, we do not adjust the promised amount of consideration for the effects of a significant financing component. To the extent that an event is cancelled and the Company can’t deliver on its performance obligation, the Company will provide a credit to the customer to be used towards a future event. Nature of Service and Products Quint generates revenue primarily through the sale of multi-day experiential packages for sports and entertainment experiences with such experiential packages being designed and developed around a ticket- inclusive hospitality package for customers that are seeking access to premium live events. To a much smaller extent, Quint also generates revenue from single-day experiential packages that are similar to the multi-day packages. The multi-day experiential packages may also include on or off-site experiences, transportation, and hotel accommodations, which are all curated and delivered by Quint while the single-day experiential packages may include the same items except that hotel accommodations are generally not included for single-day experiential packages. Revenue from multi-day experiential packages is recognized over time using a time-based output method as the events occur since the customer simultaneously receives and consumes the benefits provided by Quint’s performance over the multi-day period. Although each of the services provided throughout each day of a multi-day experiential package are considered distinct performance obligations, Quint generally accounts for each of the distinct performance obligations as a series resulting in a single performance obligation for each service provided over the multi-day experiential package. Revenue from single-day experiential packages is recognized at a point in time. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (transaction price). Arrangements with Multiple Performance Obligations ​ Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative stand-alone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable, the Company estimates the stand-alone selling price considering available information, such as market conditions and internal pricing guidelines related to the performance obligations. Contract Balances ​ When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, deferred revenue is recorded. Quint’s customers generally pay for services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in the accompanying consolidated statements of operations as the services are provided. As of January 1, 2025 the Company had total deferred revenue of $ 126,752 thousand. During the year ended December 31, 2025, $ 126,723 thousand was recognized as revenue. As of January 1, 2024, the Company had total deferred revenue of zero . Subsequent to the acquisition of Quint on January 2, 2024, the Company had total deferred revenue of $ 122,620 thousand. During the year ended December 31, 2024, $ 122,031 thousand was recognized as revenue. Changes in the deferred revenue balance for the Company during 2025 and 2024 were not materially impacted by other factors. II-28 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 A portion of the total transaction price is related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $ 5,335 thousand in 2026 , and all amounts in years thereafter are considered immaterial. Principal versus Agent ​ The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service. Quint primarily acts as the principal for its experiential packages that it designs and develops around a ticket-inclusive hospitality package (including on or off-site experiences, transportation, and hotel accommodations) as in most cases it purchases these items and bears the risk of loss, therefore, the related revenues and costs are recorded on a gross basis. For arrangements where Quint acts as the agent, the related revenues and costs are recorded on a net basis. Practical Expedients ​ The Company applies certain practical expedients as permitted and does not disclose information about remaining performance obligations that have original expected durations of one year or less, information about revenue remaining from usage based performance obligations that are recognized over time as-invoiced. The majority of the Company’s performance obligations have expected durations of one year or less. Cost of Revenue Cost of revenue primarily includes the direct costs to execute and deliver Quint’s experiential packages that it designs and develops around a ticket-inclusive hospitality package including on- or off-site experiences, transportation and hotel accommodations. Advertising Costs Advertising costs are expensed as incurred. Advertising costs aggregated $ 3,907 thousand and $ 4,314 thousand for the years ended December 31, 2025 and 2024, respectively, and were recorded in the selling, general and administrative expenses line in the consolidated statements of operations. Stock-Based Compensation As more fully described in note 12, Liberty Media and the Company have granted to their directors and employees, certain equity-classified awards (collectively, “Awards”). The Company measures the cost of employee services received in exchange for Awards based on the grant date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Awards). The Company estimates grant date fair value using the Black-Scholes valuation model. ​ II-29 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it is more likely than not such net deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Earnings (Loss) per Share Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Liberty Live shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from diluted EPS for the year ended December 31, 2025 are 807 thousand potential common shares because their inclusion would have been antidilutive. The Company issued 91.9 million common shares, which is the aggregate number of shares of Series A, Series B and Series C Liberty Live Group common stock issued in connection with the Split-Off on December 15, 2025. The number of shares issued upon completion of the Split-Off was used to determine both basic and diluted earnings (loss) per share for the year ended December 31, 2024, as no Company equity awards were outstanding prior to the completion of the Split-Off. ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ 2025 ​ ​ ​ number of shares in thousands ​ Basic WASO ​ ​ 91,930 ​ Potentially dilutive shares (1) ​ ​ 541 ​ Diluted WASO ​ ​ 92,471 ​ ​ (1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) application of the equity method of accounting for investments in affiliates (ii) fair value of non-financial instruments and (iii) accounting for income taxes to be its most significant estimates. II-30 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Reclasses and adjustments Certain prior period amounts have been reclassified for comparability with current period presentation. The Company reclassed certain immaterial amounts from accounts payable and other current liabilities to amounts due to related parties in the consolidated balance sheets as of December 31, 2025 and 2024. Additionally, the Company reclassed certain immaterial amounts within changes in operating assets and liabilities within the cash flows from operating activities section in the consolidated statement of cash flows for the year ended December 31, 2024. These changes had no impact on the subtotals for any of the sections of the consolidated balance sheets or the consolidated statements of cash flows. Loss Contingencies Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements. Foreign Currency Translation The functional currency of the Company is the U.S. Dollar. The functional currency of the Company’s foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings (loss) in stockholders’ equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. These realized and unrealized gains and losses are reported in the other, net line item in the consolidated statements of operations. Comprehensive Earnings (Loss) Comprehensive earnings (loss) consists of net earnings (loss), comprehensive earnings (loss) attributable to debt credit risk adjustments, foreign currency translation adjustments, and the Company’s share of the comprehensive earnings (loss) of our equity method affiliates. Noncontrolling Interests The Company reports noncontrolling interests of subsidiaries within equity in the balance sheet and the amount of consolidated net income (loss) attributable to the shareholders and to the noncontrolling interest is presented in the statement of operations. Also, changes in ownership interests in subsidiaries in which the Company maintains a controlling interest are recorded in equity. II-31 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 ​ Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories at interim and annual reporting periods (“ASU 2024-03”). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2024-03 on the related disclosures. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires more detailed income tax disclosures. ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The Company adopted ASU 2023-09 retrospectively during the fourth quarter of 2025. See note 9 for additional information about income taxes. ​ (3) Supplemental Disclosures to Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ amounts in thousands ​ Cash paid for acquisitions: ​ ​ ​ ​ ​ Fair value of assets acquired $ — ​ 66,479 ​ Intangible assets not subject to amortization ​ — ​ 194,270 ​ Intangible assets subject to amortization ​ — ​ 170,078 ​ Net liabilities assumed ​ — ​ ( 206,052 ) ​ Deferred tax assets (liabilities) ​ — ​ ( 19,564 ) ​ Cash paid (received) for acquisitions, net of cash acquired $ — ​ 205,211 ​ ​ ​ ​ ​ ​ ​ Cash paid for interest $ 29,445 ​ 29,619 ​ ​ ​ ​ ​ ​ ​ Cash paid for taxes, net of refunds ​ ​ ​ ​ ​ Federal ​ ​ ​ ​ ​ United States ​ — ​ — ​ State and local ​ ​ ​ ​ ​ Other States ​ 78 ​ — ​ Foreign ​ ​ ​ ​ ​ United Kingdom ​ 578 ​ 799 ​ Other ​ 79 ​ 17 ​ Cash paid (refunds received) for income taxes, net of refunds $ 735 ​ 816 ​ II-32 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 ​ The following table reconciles cash and cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ ​ ​ amounts in thousands ​ Cash and cash equivalents $ 545,494 ​ 402,641 ​ Restricted cash included in other current assets ​ — ​ 6,865 ​ Total cash, cash equivalents and restricted cash $ 545,494 ​ 409,506 ​ ​ ​ ​ [ ​ (4) Acquisition ​ On January 2, 2024, Liberty Media completed the acquisition of 100 % of the equity interest in Quint. The total consideration transferred was $ 271.5 million, comprised of $ 257.2 million of cash and $ 14.3 million of replacement warrants. In connection with the acquisition, Quint issued replacement warrants valued in total at $ 21,499 thousand, of which, $ 14,334 thousand was included as part of the total consideration transferred and $ 7,165 thousand related to the post acquisition period. The $ 7,165 thousand in replacement warrants value related to the post acquisition period was expensed immediately in the consolidated statement of operations given there was no further vesting required. Such amount is recorded as stock-based compensation included within cost of revenue in the consolidated statements of operations for the year ended December 31, 2024. The final acquisition price allocation for Quint is as follows (amounts in thousands): ​ ​ ​ ​ Cash and cash equivalents $ 66,259 ​ Receivables 24,783 ​ Goodwill ​ 194,270 ​ Intangible assets subject to amortization ​ 170,078 ​ Other assets ​ 41,696 ​ Deferred revenue ​ ( 122,620 ) ​ Other liabilities assumed ​ ( 83,432 ) ​ Deferred tax liabilities ​ ( 19,564 ) ​ Total purchase consideration $ 271,470 ​ ​ Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future customers, continued innovation and noncontractual relationships. Quint amortizable intangible assets were comprised of rightsholder relationships and other intangible assets of $ 166.4 million and $ 3.7 million with a weighted average remaining life of approximately 9.3 years and 1.1 years, respectively. Approximately $ 92.6 million of acquired goodwill is expected to be deductible for tax purposes. As of December 31, 2025, the valuation related to the Quint acquisition price allocation is final. Included in net earnings (loss) for the years ended December 31, 2025 and 2024 are losses of $ 9.6 million and $ 81.1 million, respectively, related to Quint’s operations since the date of acquisition. II-33 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 ​ ​ ​ (5) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3. The Company’s assets and liabilities measured at fair value are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ ​ Quoted prices ​ ​ ​ ​ ​ Quoted prices ​ ​ ​ ​ ​ ​ ​ in active ​ Significant ​ ​ ​ in active ​ Significant ​ ​ ​ ​ ​ markets ​ other ​ ​ ​ markets ​ other ​ ​ ​ ​ ​ for identical ​ observable ​ ​ ​ for identical ​ observable ​ ​ ​ ​ ​ assets ​ inputs ​ ​ ​ assets ​ inputs Description ​ Total ​ (Level 1) ​ (Level 2) ​ Total ​ (Level 1) ​ (Level 2) ​ ​ amounts in thousands Cash equivalents ​ ​ ​ $ 507,389 ​ 507,389 ​ — ​ 335,345 ​ 335,345 ​ — ​ Financial instrument liabilities ​ ​ 20,265 ​ — ​ 20,265 ​ — ​ — ​ — ​ Debt ​ $ 1,666,546 ​ — ​ 1,666,546 ​ 1,556,399 ​ — ​ 1,556,399 ​ ​ The fair value of debt and financial instrument liabilities, which includes forward contracts, is based on quoted market prices but is not considered to be traded on “active markets,” as defined by GAAP. Accordingly, those debt and financial instrument liabilities are reported in the foregoing table as Level 2 fair value. As of December 31, 2025, financial instrument liabilities are comprised of the 2025 Forward Contracts, as defined in note 8. The fair value of the 2025 Forward Contracts was derived from a Black-Scholes-Merton model using observable market data as the significant inputs. Changes in the fair values of the 2025 Forward Contracts are recognized in realized and unrealized gains (losses) on financial instruments, net in the consolidated statements of operations. Realized and Unrealized Gains (Losses) on Financial Instruments, net Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ amounts in thousands ​ Equity securities ​ $ ( 11,857 ) ​ ( 7,136 ) Financial instrument liabilities ​ ​ ( 20,265 ) ​ ( 11,716 ) ​ Debt ​ ( 129,858 ) ​ ( 243,881 ) ​ ​ $ ( 161,980 ) ​ ( 262,733 ) ​ II-34 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 The Company uses the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments) for its equity securities without readily determinable fair values. For such securities the downward adjustments for the years ended December 31, 2025 and 2024 were $ 7,779 thousand and $ 11,402 thousand, respectively, and the cumulative downward adjustments as of December 31, 2025 were $ 22,020 thousand. The upward adjustments for the years ended December 31, 2025 and 2024 were not material, and the cumulative upward adjustments as of December 31, 2025 were $ 127,113 thousand. Impairments for the years ended December 31, 2025 and 2024 were $ 4,077 thousand and $ 10,630 thousand, respectively, and the cumulative impairments as of December 31, 2025 were $ 14,707 thousand. The Company elected to account for its exchangeable senior debentures (as described in note 8) using the fair value option. Changes in the fair value of the exchangeable senior debentures recognized in the consolidated statements of operations are due to market factors primarily driven by changes in the risk-free rate and in the fair value of the underlying shares into which the debt is exchangeable. The Company isolates the portion of the unrealized gain (loss) attributable to changes in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). During the years ended December 31, 2025 and 2024, the Company recognized zero and $ 1,743 thousand, respectively, of previously unrecognized gains related to the retirement of a portion of the 0.5 % Exchangeable Senior Debentures due 2050, which was recognized through realized and unrealized gains (losses) on financial instruments, net on the consolidated statement of operations. The change in the fair value of the exchangeable senior debentures attributable to changes in the instrument specific credit risk before tax was a gain of $ 19,711 thousand and loss of $ 69,129 thousand for the years ended December 31, 2025 and 2024, respectively. The cumulative change since issuance was a gain of $ 2,139 thousand as of December 31, 2025, net of the recognition of previously unrecognized gains and losses. (6) Investments in Affiliates Accounted for Using the Equity Method The following table includes the Company’s carrying amount and percentage ownership of its investments in affiliates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ Percentage ​ ​ Carrying ​ Carrying ​ ​ ​ ​ Ownership ​ ​ ​ ​ amount ​ ​ ​ amount ​ ​ ​ ​ amounts in thousands Live Nation ​ 30 % ​ $ 604,654 ​ 417,751 Other ​ various ​ ​ 19,624 ​ 12,684 Total ​ ​ ​ $ 624,278 ​ 430,435 ​ ​ The following table presents the Company’s share of earnings (losses) of affiliates: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ amounts in thousands Live Nation ​ $ 129,021 ​ 239,449 Other ​ ​ 3,668 ​ ( 1,783 ) Total ​ $ 132,689 ​ 237,666 ​ ​ II-35 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Live Nation Live Nation believes it is the world’s leading live entertainment company and seeks to innovate and enhance the live entertainment experience for artists and fans before, during and after the show. As of December 31, 2025, the market value of Liberty Live’s ownership in Live Nation was approximately $ 9.9 billion. The excess basis has been allocated within memo accounts used for equity method accounting purposes as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ amounts in thousands Amortizable assets ​ $ 149,542 ​ 124,601 Nonamortizable assets ​ ​ 420,281 ​ 279,300 Deferred taxes and other assets ​ ​ ( 46,422 ) ​ ( 38,414 ) ​ ​ $ 523,401 ​ 365,487 ​ Amortizable intangible assets have a weighted average remaining useful life of approximately 6.1 years. The increase in excess basis for the year ended December 31, 2025 was primarily due to the reallocation between the basis and excess basis in the investment resulting from some of Live Nation’s equity activity, partially offset by amortization on the value ascribed to amortizable assets. Included in our share of earnings from Live Nation of $ 129,021 thousand and $ 239,449 thousand for the years ended December 31, 2025 and 2024, respectively, are $ 19,844 thousand and $ 31,233 thousand, respectively of losses, net of related taxes, due to the amortization of the excess basis related to assets with identifiable useful lives. Accounting Changes Live Nation adopted ASU 2023-08, "Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets," on January 1, 2025 using the modified retrospective method and recorded an $ 8.9 million decrease to the opening balance of accumulated deficit and a corresponding increase to intangible assets. The Company recorded its share of this change through retained earnings in the consolidated statement of equity as of December 31, 2025. ​ II-36 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Summarized financial information for Live Nation is as follows: Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ amounts in millions Current assets ​ $ 10,974 ​ 9,290 Property, plant and equipment, net ​ 3,416 ​ 2,442 Intangible assets ​ ​ 1,447 ​ 1,366 Goodwill ​ 2,889 ​ 2,621 Other assets ​ ​ 4,187 ​ 3,920 Total assets ​ $ 22,913 ​ 19,639 ​ ​ ​ ​ ​ ​ Current liabilities ​ $ 11,029 ​ 9,358 Long-term debt, net ​ ​ 7,612 ​ 6,177 Other liabilities ​ ​ 2,454 ​ 2,159 Redeemable noncontrolling interests ​ ​ 924 ​ 1,126 Equity ​ ​ 894 ​ 819 Total liabilities and equity ​ $ 22,913 ​ 19,639 ​ ​ Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ amounts in millions Revenue ​ $ 25,201 ​ 23,156 Operating expenses: ​ ​ ​ ​ Direct operating expenses ​ ​ ( 18,763 ) ​ ( 17,381 ) Selling, general and administrative expenses ​ ( 4,092 ) ​ ( 4,043 ) Depreciation and amortization ​ ​ ( 639 ) ​ ( 550 ) Other operating expenses ​ ​ ( 456 ) ​ ( 357 ) Operating income (loss) ​ ​ 1,251 ​ 825 Interest expense ​ ​ ( 316 ) ​ ( 326 ) Interest income ​ ​ 150 ​ 156 Other income (expense), net ​ ​ ( 54 ) ​ 84 Earnings (loss) before income taxes ​ ​ 1,031 ​ 739 Income tax (expense) benefit ​ ​ ( 340 ) ​ 392 Net earnings (loss) ​ ​ 691 ​ 1,131 Less net earnings (loss) attributable to noncontrolling interests ​ ​ 195 ​ 235 Net earnings (loss) attributable to Live Nation stockholders ​ $ 496 ​ 896 ​ ​ II-37 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 (7) Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill related to Quint are as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at January 1, 2024 ​ $ — ​ Acquisition (1) ​ ​ 194,270 ​ Impairments (2) ​ ​ ( 67,066 ) ​ Foreign currency translation adjustments ​ ​ ( 1,709 ) ​ Balance at December 31, 2024 ​ ​ 125,495 ​ Foreign currency translation adjustments ​ ​ 1,872 ​ Balance at December 31, 2025 ​ $ 127,367 ​ ​ (1) See note 4 to the accompanying consolidated financial statements for additional information about the acquisition of Quint. (2) See discussion of the impairment of Quint below . ​ Intangible Assets Subject to Amortization Intangible assets subject to amortization are comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ carrying ​ Accumulated ​ carrying ​ carrying ​ Accumulated ​ carrying ​ ​ amount ​ amortization ​ amount ​ amount ​ amortization ​ amount ​ ​ amounts in thousands Rightsholder relationships ​ $ 170,081 ​ ( 51,787 ) ​ 118,294 ​ 170,863 ​ ( 29,208 ) ​ 141,655 ​ Capitalized software ​ 2,645 ​ ( 2,334 ) ​ 311 ​ 2,382 ​ ( 2,255 ) ​ 127 ​ Total ​ $ 172,726 ​ ( 54,121 ) ​ 118,605 ​ 173,245 ​ ( 31,463 ) ​ 141,782 ​ ​ Rightsholder relationships are amortized over 3 to 13 years . Capitalized software is amortized over 3 years . Amortization expense was $ 25,651 thousand and $ 26,883 thousand for the years ended December 31, 2025 and 2024, respectively. ​ II-38 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Based on its amortizable intangible assets as of December 31, 2025, Liberty Live expects that amortization will be as follows for the next five years (amounts in thousands): ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ $ 26,860 ​ 2027 ​ $ 19,567 ​ 2028 ​ $ 18,515 ​ 2029 ​ $ 16,033 ​ 2030 ​ $ 14,453 ​ ​ Impairments ​ The Company performed a quantitative analysis of the reporting units that comprise the Quint reportable segment during the fourth quarter of 2024. Based on near-term business trends and their impact on long-term assumptions, we concluded that the estimated fair values of certain of Quint’s reporting units were less than their respective carrying values. As a result, the Company recognized a goodwill impairment loss of $ 67,066 thousand during the year ended December 31, 2024. The fair value was determined using a discounted cash flow (income approach) calculation (Level 3). Based on the impairment losses recorded, the estimated fair values of certain reporting units that comprise the Quint reportable segment do not significantly exceed their carrying values as of December 31, 2025. As of December 31, 2025 the Company had accumulated goodwill impairment losses of $ 67,066 thousand attributed to Quint. ​ (8) Debt Debt is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ principal ​ ​ ​ Carrying value ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ 2025 ​ 2025 ​ 2024 ​ ​ ​ amounts in thousands ​ 2.375 % Exchangeable Debentures due 2053 ​ $ 1,150,000 ​ 1,666,546 ​ 1,556,399 ​ Live Nation Margin Loan ​ ​ — ​ — ​ — ​ Total debt ​ $ 1,150,000 1,666,546 1,556,399 ​ Less debt classified as current ​ ​ ​ ( 1,666,546 ) — ​ Total long-term debt ​ ​ ​ $ — 1,556,399 ​ ​ ​ 2.375 % Exchangeable Senior Debentures due 2053 and Live Nation Forward Contracts In September 2023, Liberty Media closed a private offering of approximately $ 1,150 million aggregate principal amount of its 2.375 % exchangeable senior debentures due 2053 (the “Debentures”). In December 2025, Liberty Media entered into a supplemental indenture to the indenture governing the Debentures to irrevocably elect cash-only settlement of exchanges and repurchases of the Debentures. The Company assumed the Debentures from Liberty Media pursuant to a supplemental indenture executed in connection with the Split-Off. The number of shares of LYV attributable to a Debenture represents an initial exchange price of approximately $ 104.91 per share. A total of approximately 11 million shares of LYV are attributable to the Debentures. Interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The Debentures may be redeemed by the Company, in whole or in part, on or after September 30, 2028. Holders of the Debentures also have the right to require the Company to purchase their Debentures on September 30, 2028. The redemption and purchase price will generally equal 100 % of the adjusted principal II-39 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. The Company has elected to account for the Debentures using the fair value option. See note 4 for information related to unrealized gains (losses) on debt measured at fair value. The assumption of the Debentures by the Company in connection with the Split-Off entitled the holders of the Debentures to the right to either put their Debentures to the Company at par or exchange their Debentures for a cash amount equal to the current market price of LYV shares underlying their Debentures, on the terms described in the indenture under which the Debentures were issued. Given the holders’ ability to exchange the Debentures within a one-year period from the balance sheet date, the Debentures have been classified as current within the consolidated balance sheet as of December 31, 2025. No holders exchanged their Debentures following the Split-Off, and the Debentures are no longer exchangeable or able to be put. In May 2025, LN Holdings 1, LLC (“LNSPV”), an indirect wholly owned special purpose subsidiary of the Company, entered into certain agreements (the “2025 Forward Contracts”), which obligate LNSPV to deliver up to an aggregate of 10,488,960 shares of LYV based on the share prices for LYV over a specified period ending in the first quarter of 2027. Alternatively, LNSPV may choose to deliver cash. As of December 31, 2025, approximately 10.5 million of the Company’s LYV shares with a value of $ 1,495 million were pledged as collateral to the 2025 Forward Contracts. The 2025 Forward Contracts allow LNSPV to elect to receive prepayment amounts up to the present value at such time or times of approximately $ 1.15 billion, in the aggregate, which is intended to provide a source of liquidity, if needed, to satisfy any puts or exchanges of the Debentures. Liberty Live does not intend to cause LNSPV to receive any such prepayment amounts under the 2025 Forward Contracts. Live Nation Margin Loan The Live Nation Margin Loan agreement is a $ 400 million revolving line of credit. On September 12, 2025, the Live Nation Margin Loan agreement was amended to, among other things, extend the maturity date to September 8, 2028 and change the interest rate to the Adjusted Term Secured Overnight Financing Rate plus 1.875 %. The undrawn portion carries a commitment fee of 0.50 % per annum. Interest on the margin loan is payable on the last business day of each calendar quarter. As of December 31, 2025, availability under the Live Nation Margin Loan was $ 400 million. As of December 31, 2025, 9.0 million of the Company’s LYV shares with a value of $ 1,278 million were pledged as collateral to the loan. The Live Nation Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. Fair Value of Debt Due to the variable rate nature of the Live Nation Margin Loan, the carrying amount approximates fair value as of December 31, 2025. Five Year Maturities As of December 31, 2025, there are no principal maturities of outstanding debt obligations for each of the next five years. II-40 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 (9) Income Taxes Certain entities and activities of Liberty Live were included in the federal and state combined income tax returns of Liberty Media during the periods prior to the Split-Off. The tax provision included in these consolidated financial statements has been prepared on a stand-alone basis, as if Liberty Live had not been part of the consolidated Liberty Media tax group. To the extent tax benefits generated by Liberty Live were allocated to Liberty Media upon the Split-Off, a tax sharing receivable from Liberty Media was recorded at Liberty Live. Income tax expense (benefit) consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ amounts in thousands Current: ​ ​ ​ ​ ​ ​ Federal ​ $ 886 ​ — State and local ​ 6 ​ — ​ Foreign ​ 1,430 ​ 814 ​ ​ ​ 2,322 ​ 814 Deferred: ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 15,223 ) ​ ( 29,748 ) State and local ​ ( 192 ) ​ ( 1,100 ) Foreign ​ — ​ — ​ ​ ​ ( 15,415 ) ​ ( 30,848 ) ​ Total: ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 14,337 ) ​ ( 29,748 ) ​ State and local ​ ​ ( 186 ) ​ ( 1,100 ) ​ Foreign ​ 1,430 ​ 814 Income tax expense (benefit) ​ $ ( 13,093 ) ​ ( 30,034 ) ​ The following table presents a summary of our domestic and foreign earnings (loss) from continuing operations before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ amounts in thousands Domestic ​ $ ( 105,206 ) ​ ( 144,441 ) Foreign ​ 4,979 ​ 323 Total ​ $ ( 100,227 ) ​ ( 144,118 ) ​ ​ II-41 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Expected income tax expense (benefit) differs from the amounts computed by applying the U.S. federal income tax rate of 21 % for the years ended December 31, 2025 and 2024 as a result of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ ​ ​ ​ (thousands) (percent ) ​ ​ (thousands) ​ (percent ) ​ U.S. Federal statutory tax rate ​ $ ( 21,048 ) ​ ( 21 ) % ​ ( 30,265 ) ​ ( 21 ) % Domestic federal reconciling items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-taxable and nondeductible items, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capitalized acquisition costs ​ ​ 3,398 ​ 4 % ​ 316 ​ — ​ Investment basis adjustment ​ 2,891 ​ 3 % ​ — ​ — ​ Other ​ 383 ​ — ​ ​ ( 30 ) ​ — ​ Domestic state and local income taxes, net of federal effect ​ ( 147 ) ​ — ​ ​ ( 872 ) ​ ( 1 ) % Foreign tax effects ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Kingdom - income taxes ​ ​ 939 ​ 1 % ​ 799 ​ 1 % Other countries - income taxes ​ ​ 491 ​ — ​ ​ 18 ​ — ​ Total income tax expense (benefit) ​ $ ( 13,093 ) ​ ( 13 ) % ​ ( 30,034 ) ​ ( 21 ) % ​ For both of the years ended December 31, 2025 and 2024, state and local income taxes in Colorado comprised the majority of the domestic state and local income taxes, net of federal effect category. During the year ended December 31, 2025, income tax benefit was less than the U.S. statutory rate of 21 % primarily due to costs incurred in connection with the Split-Off that are not deductible for tax purposes. During the year ended December 31, 2024, income tax benefit does not materially differ from the U.S. statutory rate of 21 % due to state income tax benefits on losses, offset by earnings in foreign jurisdictions taxed at rates higher than the 21 % U.S. federal rate. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ amounts in thousands Deferred tax assets: ​ ​ ​ ​ ​ ​ Tax losses and credit carryforwards ​ $ 97,058 ​ 27,711 ​ Investments ​ ​ 77,274 ​ 113,743 ​ Discount on debt ​ ​ 8,474 ​ 87,376 ​ Other ​ 2,232 ​ 5,267 ​ Deferred tax assets ​ 185,038 ​ 234,097 ​ Valuation allowance ​ ( 1,094 ) ​ — ​ Net deferred tax assets ​ $ 183,944 ​ 234,097 ​ ​ During the year ended December 31, 2025, there was a $ 1,094 thousand increase in the Company’s valuation allowance due to the Split-Off related to certain state net operating losses (“NOLs”), which was recorded through additional paid-in capital. II-42 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 At December 31, 2025, the Company had deferred tax assets of $ 97,058 thousand for federal and state net operating losses and interest expense carryforwards, which may be utilized to offset taxable income in future years. Of this amount, the Company has $ 4,418 thousand of federal NOLs, $ 1,149 thousand of state NOLs, $ 89,377 thousand of federal interest expense carryforwards, and $ 2,114 thousand of state interest expense carryforwards. These losses and interest carryforwards are expected to be utilized prior to expiration, except for $ 1,094 thousand, which, based on current projections, will not be utilized in the future and are subject to a valuation allowance. The Company believes that it is more likely than not that it will realize the benefits of these deferred tax assets based upon the Company’s ability to generate taxable income in future periods upon the implementation of certain business strategies or transactions. As of December 31, 2025 and 2024, the Company had no t recorded tax reserves related to unrecognized tax benefits for uncertain tax positions. Prior to the Split-Off, certain entities and activities attributed to Liberty Live were included in the federal and state combined income tax returns of Liberty Media during the periods presented. As of December 31, 2025, Liberty Media’s tax years prior to 2022 are closed for federal income tax purposes. The IRS has completed its examination of Liberty Media’s 2022 tax year, but 2022 remains open until the statute of limitations lapses on October 15, 2026. Liberty Media’s 2023 and 2024 tax years are under examination by the IRS and remain open until the statue of limitations lapses on October 15, 2027, and 2028, respectively. Liberty Media’s 2025 tax year is currently under examination as part of the IRS Compliance Assurance Process program. Various states are currently examining Liberty Media’s prior years’ state income tax returns. (10) Stockholders’ Equity Preferred Stock Liberty Live’s preferred stock is issuable, from time to time, with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by the Board of Directors. As of December 31, 2025, no shares of preferred stock were issued. Common Stock Series A Liberty Live Group common stock (“LLYVA”) has one vote per share, Series B Liberty Live Group common stock (“LLYVB”) has ten votes per share and Series C Liberty Live Group common stock (“LLYVK”) has no votes per share except as otherwise required by Nevada law. Each share of LLYVB is exchangeable at the option of the holder for one share of LLYVA. All series of our common stock participate on an equal basis with respect to dividends and distributions. Purchases of Common Stock There were no repurchases of the Company’s common stock during the years ended December 31, 2025 and 2024. ​ II-43 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 (11) Related Party Transactions Quint, Delta Topco Limited (the parent company of Formula 1), and MotoGP Sports Entertainment Group, S.L. (formerly Dorna Sports, S.L., the parent company of MotoGP) (“MotoGP”) are related parties through Liberty Media’s common control. Quint maintains rightsholder agreements with Formula 1 and MotoGP to execute, produce and fulfill experiential packages utilizing their naming rights and the event tickets purchased from Formula 1, MotoGP, race promoters and other third parties to market and sell these packages to third-parties, which are disclosed in the consolidated statement of operations as related party cost of revenue. Quint also earns commissions on the sale of certain Formula 1 and MotoGP event tickets, which are disclosed in the consolidated statement of operations as related party revenue, net. ​ (12) Stock-Based Compensation Incentive Plans Liberty Media granted, to certain of its directors and employees, restricted stock (“RSAs”), restricted stock units (“RSUs”) and stock options to purchase shares of its Liberty Live Group common stock (collectively, “Awards”) under the Liberty Media Corporation 2022 Omnibus Incentive Plan (the “2022 Plan”). At the time of the Split-Off, the Awards were exchanged into RSUs and stock options to purchase shares of our Liberty Live Group common stock. Pursuant to the Liberty Live Holdings 2025 Omnibus Incentive Plan (the “2025 Plan”), Liberty Live may grant to certain of its directors, employees and employees of its subsidiaries, Awards in respect of a maximum of 15.0 million shares of LLYVA, LLYVB and LLYVK. The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Awards generally vest over 1 - 5 years and have a term of 7 - 8 years . Liberty Live issues new shares upon exercise of equity awards. Included in selling, general and administrative expenses in the accompanying consolidated statements of operations are $ 5,529 thousand and $ 3,842 thousand of stock-based compensation during the years ended December 31, 2025 and 2024, respectively. Included in cost of revenue is $ 7,165 thousand of stock-based compensation during the year ended December 31, 2024. No stock-based compensation expense was recorded in cost of revenue during the year ended December 31, 2025. In connection with the acquisition of Quint, Quint issued replacement warrants valued in total at $ 21,499 thousand, $ 14,334 thousand of which was included as part of the total consideration transferred and $ 7,165 thousand related to the post acquisition period. The $ 7,165 thousand in warrants value related to the post acquisition period was expensed immediately in the consolidated statement of operations given there was no further vesting required. Such amount is recorded as stock-based compensation included within cost of revenue in the consolidated statements of operations for the year ended December 31, 2024. Grants of Awards During the year ended December 31, 2025, Liberty Media granted 112 thousand options to purchase shares of its Series C Liberty Live common stock to its Chief Executive Officer in connection with his employment arrangement. Such II-44 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 options had a weighted average GDFV of $ 32.07 per share and vest between one and five years . Also during the year ended December 31, 2025, Liberty Media granted 100 thousand options to purchase shares of its Series A Liberty Live common stock to its then Vice Chairman of the Board. Such options had a GDFV of $ 31.53 per share and vest equally over five years . During the year ended December 31, 2024, Liberty Media granted 70 thousand options to purchase shares of Series C Liberty Live common stock to its former Chief Executive Officer. Such options had a GDFV of $ 16.07 per share and cliff vested in December 2024. There were no options to purchase shares of Liberty Media’s Series A Liberty Live common stock granted during 2024 and no options to purchase shares of Liberty Media’s Series B Liberty Live common stock granted during 2025 and 2024. Subsequent to the Split-Off and through December 31, 2025, Liberty Live Holdings did no t grant any options to purchase shares of LLYVA or LLYVB. Also during the year ended December 31, 2025, Liberty Media granted 62 thousand time-based RSUs of Series C Liberty Live common stock to its Chief Executive Officer in connection with his employment arrangement. The RSUs have a weighted average GDFV of $ 76.45 per share and cliff vest on December 15, 2029. Also during the year ended December 31, 2025, Liberty Live granted 138 thousand time-based RSUs of LLYVK to Quint employees. The RSUs have a GDFV of $ 84.40 per share and vest 50 % on each of December 19, 2028 and 2029. The Company has calculated the GDFV for all of its equity classified options using the Black-Scholes Model. The Company estimates the expected term of the options based on historical exercise and forfeiture data. For grants made in 2025 and 2024, the expected term was 5.6 years. The volatility used in the calculation for options is based on the historical volatility of Liberty Live common stock and its predecessor Liberty SiriusXM common stock. For grants made in 2025 and 2024, the range of volatilities was 34.6 % to 36.2 %. The Company uses a zero -dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. Outstanding Awards The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase Liberty Live Group common stock granted to certain officers, employees and directors, as well as the weighted average remaining life and aggregate intrinsic value of the options. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty Live Group ​ ​ ​ Series C ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ Aggregate ​ ​ ​ ​ ​ ​ ​ ​ ​ average ​ intrinsic ​ ​ ​ ​ Options ​ ​ ​ ​ remaining ​ value ​ ​ ​ ​ ​ ​ (thousands) ​ ​ ​ WAEP ​ ​ ​ life ​ ​ ​ (in thousands) ​ ​ ​ Options outstanding at January 1, 2025 ​ 1,230 ​ $ 42.68 ​ ​ ​ ​ ​ ​ ​ Granted 124 ​ $ 80.47 ​ ​ ​ ​ ​ ​ ​ ​ Exercised ( 106 ) ​ $ 42.45 ​ ​ ​ ​ ​ ​ ​ ​ Forfeited/Cancelled — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ Options outstanding at December 31, 2025 1,248 ​ $ 46.45 ​ ​ 2.6 years $ 45,822 ​ ​ Options exercisable at December 31, 2025 1,098 ​ $ 42.91 ​ ​ 2.0 years $ 44,187 ​ ​ ​ As of December 31, 2025, 100 thousand LLYVA options remained outstanding at an exercise price of $ 78.57 , a remaining contractual life of 6.9 years and an intrinsic value of $ 293 thousand. None of these options were exercisable as of December 31, 2025. II-45 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 As of December 31, 2025, there were no outstanding options to purchase shares of LLYVB. As of December 31, 2025, the total unrecognized compensation cost related to unvested Awards was approximately $ 25.4 million. Such amount will be recognized in the Company’s consolidated statements of operations over a weighted average period of approximately 2.3 years. As of December 31, 2025, 1.3 million shares of LLYVA and LLYVK were reserved by Liberty Live for issuance under exercise privileges of outstanding stock options. Exercises The aggregate intrinsic value of all LLYVK options exercised during the years ended December 31, 2025 and 2024 was $ 4.2 million and $ 7.1 million, respectively. Restricted Stock and Restricted Stock Units Liberty Live had approximately 279 thousand unvested RSUs of LLYVK held by certain directors, officers and employees as of December 31, 2025. These LLYVK unvested RSUs of Liberty Live Group common stock had a weighted average GDFV of $ 79.53 per share. The aggregate fair value of all RSAs and RSUs of Liberty Live Group common stock that vested during the years ended December 31, 2025 and 2024 was $ 3.6 million and $ 2.8 million, respectively. (13) Other Comprehensive Earnings (Loss) Accumulated other comprehensive earnings (loss) included in Liberty Live’s consolidated balance sheets and consolidated statements of equity reflect the aggregate of foreign currency translation adjustments, comprehensive earnings (loss) attributable to credit risk adjustments, share of other comprehensive earnings (loss) of equity affiliates and recognition of previously unrealized losses (gains) on debt, net. The change in the components of accumulated other comprehensive earnings (loss), net of taxes (“AOCI”), is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share of ​ Earnings (Loss) ​ ​ ​ ​ ​ ​ ​ ​ AOCI ​ Attributable to ​ ​ ​ ​ ​ ​ ​ of equity ​ Credit Risk ​ ​ ​ ​ ​ ​ ​ affiliates ​ Adjustments ​ Other ​ AOCI ​ ​ amounts in thousands Balance at January 1, 2024 ​ $ 15,240 ​ 17,398 ​ 21,706 ​ 54,344 ​ Other comprehensive earnings (loss) attributable to Liberty Live stockholders ​ ​ ( 85,810 ) ​ ( 54,266 ) ​ ( 407 ) ​ ( 140,483 ) ​ Balance at December 31, 2024 ​ $ ( 70,570 ) ​ ( 36,868 ) ​ 21,299 ​ ( 86,139 ) ​ Other comprehensive earnings (loss) attributable to Liberty Live stockholders ​ ​ 51,703 ​ 15,473 ​ 2,402 ​ 69,578 ​ Balance at December 31, 2025 ​ $ ( 18,867 ) ​ ( 21,395 ) ​ 23,701 ​ ( 16,561 ) ​ ​ ​ II-46 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 The components of other comprehensive earnings (loss) are reflected in Liberty Live’s consolidated statements of comprehensive earnings (loss) net of taxes. The following table summarizes the tax effects related to each component of other comprehensive earnings (loss). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ ​ ​ Before-tax ​ (expense) ​ Net-of-tax ​ ​ amount ​ benefit ​ amount ​ ​ amounts in thousands Year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ $ ( 2,041 ) ​ 265 ​ ( 1,776 ) ​ Comprehensive earnings (loss) attributable to credit risk adjustments ​ ​ ( 69,129 ) ​ 14,863 ​ ( 54,266 ) ​ Share of other comprehensive earnings (loss) of equity affiliates ​ ​ ( 109,492 ) ​ 23,682 ​ ( 85,810 ) ​ Recognition of previously unrealized losses (gains) on debt, net ​ 1,744 ​ ( 375 ) ​ 1,369 ​ Other comprehensive earnings (loss) ​ $ ( 178,918 ) ​ 38,435 ​ ( 140,483 ) ​ Year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ $ 2,820 ​ ( 418 ) ​ 2,402 ​ Comprehensive earnings (loss) attributable to credit risk adjustments ​ ​ 19,711 ​ ( 4,238 ) ​ 15,473 ​ Share of other comprehensive earnings (loss) of equity affiliates ​ ​ 66,129 ​ ( 14,426 ) ​ 51,703 ​ Other comprehensive earnings (loss) ​ $ 88,660 ​ ( 19,082 ) ​ 69,578 ​ ​ ​ ​ (14) Commitments and Contingencies Quint acts as an official partner to certain rightsholders and event organizers with agreements that require Quint to satisfy minimum guaranteed purchases and/or payments to these entities. The terms of the agreements range from events to be held in 2026 to 2028. Total revenue earned from events associated with the largest two rightsholders represented approximately 83 % and 81 % of total consolidated revenue earned during the years ended December 31, 2025 and December 31, 2024, respectively. Quint operates in many different jurisdictions globally that require revenue generating entities to comply with regulations including value-added tax and sales and use tax. In 2023, Quint identified exposure as it relates to certain jurisdictions whereby either Quint was not properly registered, or the historical compliance returns filed with the different jurisdictions were incomplete or inaccurate. Quint has recognized a total estimated liability for a probable loss of approximately $ 25,428 thousand as of December 31, 2025, $ 12,330 thousand of which is recorded in accrued liabilities, and $ 13,098 thousand is recorded in other long-term liabilities in the consolidated balance sheets. Of the total $ 25,428 thousand liability, $ 19,893 thousand was recorded prior to the Company’s acquisition of Quint and $ 3,243 thousand was recognized as an expense during the year ended December 31, 2025 within cost of revenue on the consolidated statements of operations. As of December 31, 2025 and 2024, Quint also recorded an asset of $ 10,811 thousand and zero , respectively, related to deposits made in tax jurisdictions in which voluntary disclosure agreement payments have been made but are pending acceptance. This asset is included in trade and other receivables, net in the Company’s consolidated balance sheets . As Quint continues to work to become compliant within these jurisdictions, additional exposure of taxes, interest and penalties are reasonably possible but Quint is currently unable to assess the ultimate outcome and is unable to reasonably estimate any range of additional loss in excess of the estimated liability it has currently recognized. General Litigation The Company has contingent liabilities at times related to legal and tax proceedings and other matters arising in the ordinary course of business other than those matters previously discussed. Although it is reasonably possible the II-47 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements. Department of Justice Complaint In May 2024, the U.S. Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation and Ticketmaster in the U.S. District Court for the Southern District of New York 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. The U.S. filed an Amended Complaint in August 2024, adding ten additional states as plaintiffs but not otherwise materially amending the claims asserted in the lawsuit. The Complaint requests various forms of relief 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, and other forms of relief. Twenty-four states also seek damages for their citizens allegedly caused by anticompetitive ticketing practices. As of this date, discovery is substantially completed. The 24 states seeking damages have disclosed a damages study asserting that the allegedly anticompetitive ticketing practices raised ticketing fees. Live Nation contests that the alleged overcharge (the amount of which is subject to a confidentiality order) has occurred or was caused by anticompetitive conduct. Live Nation filed summary judgment motions in November 2025, which were partially granted in February 2026. Trial on the remaining claims is set for March 2026. Live Nation believes it has substantial defenses to the claims asserted in the lawsuit and will vigorously defend itself. Nevertheless, the defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on Live Nation’s financial results and operations. There can be no assurance that Live Nation will be successful in negotiating a favorable settlement or in litigation. Any remedies or compliance requirements could adversely affect Live Nation’s ability to operate its business or have a materially adverse impact on Live Nation’s financial results. At this stage, Live Nation is unable to estimate a reasonably possible financial loss or range of any potential financial loss, if any, as a result of this litigation. Antitrust Litigation Live Nation is a defendant in three putative antitrust consumer class actions alleging violations of federal and state antitrust laws, among other causes of action. In Heckman, et al. v. Live Nation Entertainment, et al., filed in the Central District of California in January 2022, the District Court denied defendants’ motion to compel arbitration in August 2023. The Ninth Circuit affirmed the District Court’s ruling in October 2024. In January 2025, Live Nation filed a motion to dismiss the lawsuit, which was granted in part and denied in part in April 2025. In December 2025, the court granted the plaintiffs’ motion for class certification. Live Nation believes it has substantial defenses to the claims alleged in the lawsuit and will continue to vigorously defend itself. Two other putative class actions were filed in the Southern District of New York in August and September 2024: In Re Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Antitrust Litigation, and Jacobson v. Live Nation Entertainment, Inc., et al. While these lawsuits are at their initial stages, Live Nation believes it has substantial defenses to the claims alleged therein and will vigorously defend itself. Federal Trade Commission Complaint In September 2025, the U.S. Federal Trade Commission (the “FTC”), joined by the attorneys general of seven states, filed a lawsuit against Live Nation and Ticketmaster L.L.C. in the Central District of California. The plaintiffs allege II-48 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 that Live Nation and Ticketmaster advertised ticket prices to consumers that were deceptively lower than prices displayed at checkout, deceived consumers about the enforcement of advertised event ticket purchase limits and facilitated the sale of tickets unlawfully acquired by ticket brokers. The plaintiffs also allege that Live Nation violated the Better Online Ticket Sales Act and Section 5 of the FTC Act, as well as various state consumer protection statutes. The plaintiffs seek injunctive relief, statutory penalties and restitution for consumers. Live Nation filed a motion to dismiss the complaint in January 2026. Based on information presently known to Live Nation’s management, Live Nation does not believe that a loss is probable of occurring at this time, and considerable uncertainty exists regarding the monetary penalties or other relief that the FTC could obtain in litigation. Live Nation will vigorously defend itself. (15) Information About Liberty Live’s Operating Segments The Company, through its ownership of Quint and Live Nation, is primarily engaged in the entertainment and hospitality industries. The Company identifies its reportable segments as those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets. The Company’s CODM, the chief executive officer, evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, cost of revenue, operating expenses, selling, general and administrative expenses, and Adjusted OIBDA. In addition, the Company reviews nonfinancial measures such as website traffic. For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements and restructuring, acquisition and impairment charges. The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net earnings (loss), cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. The Company has identified the following as its reportable segments: ● Quint — Quint designs and develops ticket-inclusive experiential hospitality packages (including on or off-site experiences, transportation, and hotel accommodations) throughout the world. ● Live Nation — Live Nation believes it is the world’s leading live entertainment company. As of December 31, 2025, Live Nation met the Company’s reportable segment threshold for equity method affiliates. See note 6 for segment disclosures related to Live Nation. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, differing revenue sources and marketing strategies. II-49 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 Performance Measures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate and ​ ​ ​ ​ ​ ​ ​ ​ ​ Quint ​ Other ​ Total ​ ​ ​ amounts in thousands Revenue ​ $ 381,951 ​ — ​ 381,951 ​ Cost of revenue (excluding stock-based compensation) ​ ​ ( 308,429 ) ​ — ​ ( 308,429 ) ​ Selling, general and administrative expenses (excluding stock-based compensation and acquisition costs) ​ ​ ( 61,503 ) ​ ( 32,102 ) ​ ( 93,605 ) ​ Adjusted OIBDA ​ $ 12,019 ​ ( 32,102 ) ​ ( 20,083 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate and ​ ​ ​ ​ ​ ​ ​ ​ ​ Quint ​ Other ​ Total ​ ​ ​ amounts in thousands Revenue ​ $ 340,493 ​ — ​ 340,493 ​ Cost of revenue (excluding stock-based compensation) ​ ​ ( 286,070 ) ​ — ​ ( 286,070 ) ​ Selling, general and administrative expenses (excluding stock-based compensation and acquisition costs) ​ ​ ( 57,335 ) ​ ( 7,030 ) ​ ( 64,365 ) ​ Adjusted OIBDA ​ $ ( 2,912 ) ​ ( 7,030 ) ​ ( 9,942 ) ​ ​ Other Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ Investments ​ ​ ​ Investments ​ ​ Total ​ in ​ Total ​ in ​ ​ assets ​ affiliates ​ assets ​ affiliates ​ amounts in thousands ​ Quint ​ $ 439,254 ​ — ​ 422,101 ​ — ​ Corporate and other ​ 1,449,639 ​ 624,278 ​ 1,162,925 ​ 430,435 ​ Total Liberty Live ​ $ 1,888,893 ​ 624,278 ​ 1,585,026 ​ 430,435 ​ ​ Revenue by Geographic Area ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ amounts in thousands United States ​ $ 335,955 ​ 304,141 ​ Other countries ​ 45,996 ​ 36,352 ​ ​ ​ $ 381,951 ​ 340,493 ​ ​ ​ ​ II-50 Table of Contents LIBERTY LIVE HOLDINGS, INC. Notes to Consolidated Financial Statements (Continued) December 31, 2025 and 2024 The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ amounts in thousands Consolidated segment Adjusted OIBDA ​ $ ( 20,083 ) ( 9,942 ) Stock-based compensation ​ ( 5,529 ) ( 11,007 ) Depreciation and amortization ​ ( 26,120 ) ( 27,447 ) Impairment of intangible assets ​ ​ — ​ ( 67,066 ) ​ Acquisition costs ​ ​ — ​ ( 812 ) ​ Operating income (loss) ​ ​ ( 51,732 ) ( 116,274 ) Interest expense ​ ( 29,531 ) ( 29,121 ) Dividend and interest income ​ 15,693 21,782 Share of earnings (loss) of affiliates, net ​ ​ 132,689 ​ 237,666 ​ Realized and unrealized gains (losses), net ​ ​ ( 161,980 ) ​ ( 262,733 ) ​ Gain (loss) on dilution of investment in affiliate ​ ​ ( 1,182 ) ​ 5,846 ​ Other, net ​ ( 4,184 ) ( 1,284 ) Earnings (loss) before income taxes ​ $ ( 100,227 ) ( 144,118 ) ​ ​ ​ ​ ​ ​ ​ II-51 Table of Contents PART III. The following required information is incorporated by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders presently scheduled to be held in the second quarter of 2026: Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services We expect to file our definitive proxy statement for our 2026 Annual Meeting of Stockholders with the Securities and Exchange Commission on or before April 30, 2026. ​ ​ III-1 Table of Contents PART IV. Item 15. Exhibits and Financial Statement Schedules. (a)(1)  Financial Statements Included in Part II of this Report: ​ ​ ​ ​ ​ ​ ​ ​ Page No. Liberty Live Holdings, Inc.: ​ ​ ​ ​ ​ Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Denver, CO , Auditor Firm ID: 185 ) ​ II-16 Consolidated Balance Sheets, December 31, 2025 and 2024 ​ II-17 Consolidated Statements of Operations, Years ended December 31, 2025 and 2024 ​ II-18 Consolidated Statements of Comprehensive Earnings (Loss), Years ended December 31, 2025 and 2024 ​ II-19 Consolidated Statements of Cash Flows, Years Ended December 31, 2025 and 2024 ​ II-20 Consolidated Statements of Equity, Years ended December 31, 2025 and 2024 ​ II-21 Notes to Consolidated Financial Statements, December 31, 2025 and 2024 ​ II-22 (a)(2)  Financial Statement Schedules (i) All schedules have been omitted because they are not applicable, not material or the required information is set forth in the financial statements or notes thereto. (ii) The audited consolidated financial statements of Live Nation Entertainment, Inc. as of December 31, 2025 and 2024, and for each of the years ended December 31, 2025, 2024 and 2023, as well as the accompanying notes thereto and the Report of Independent Registered Public Accounting Firm, are contained in Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026 and are incorporated herein by reference as Exhibit 99.1. (a)(3)  Exhibits Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K): 2—Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession: 2.1 Reorganization Agreement, dated as of December 14, 2025, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2025 (File No. 001-43015) (the “December 2025 8-K”)). 3—Articles of Incorporation and Bylaws: 3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to t he December 2025 8-K ). 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2025 (File No. 001-43015)). 4—Instruments Defining the Rights of Securities Holders, including Indentures: 4.1 Indenture, dated September 14, 2023, by and between Liberty Media Corporation, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-4 filed on July 25, 2025 (File No. 333-288960) (the “2025 S-4”)). 4.2 First Supplemental Indenture, dated as of December 5, 2025, by and between Liberty Media Corporation, as issuer, and U.S. Bank Trust Company, National Association, as trustee.* IV-1 Table of Contents 4.3 Second Supplemental Indenture, dated as of December 15, 2025, by and between Liberty Media Corporation, as original issuer, the Registrant, as successor, and U.S. Bank Trust Company, National Association, as trustee.* 4.4 F orm of 2.375% Exchangeable Senior Debentures due 2053 (incorporated by reference to Exhibit 4.7 to the 2025 S-4). 4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.* 4.6 The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith. 10—Material Contracts: 10.1+ Liberty Live Holdings, Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-4 filed on October 14, 2025 (File No. 333-288960) (the “2025 S-4/A”)). 10.2+ Liberty Live Holdings, Inc. Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 10.2 to the 2025 S-4/A) . 10.3+ Form of Nonqualified Stock Option Agreement between the Registrant and Robert R. Bennett.* 10.4+ Form of Performance-based Restricted Stock Units Agreement for certain officers.* 10.5+ Form of Restricted Stock Units Agreement for certain officers.* 10.6+ Form of Restricted Stock Units Agreement for certain officers.* 10.7+ Form of Nonqualified Stock Option Agreement for certain officers.* 10.8+ Form of Nonqualified Stock Option Agreement for Nonemployee Directors.* 10.9+ Form of Nonqualified Stock Option Agreement for Nonemployee Directors.* 10.10+ Form of Restricted Stock Units Agreement for Nonemployee Directors.* 10.11+ Form of Upfront/Sign-On Restricted Stock Units Agreement between the Registrant and Derek Chang.* 10.12+ Form of 2025 Annual Option Award Agreement between the Registrant and Derek Chang.* 10.13+ Form of 2026-2029 Annual Option Award Agreement between the Registrant and Derek Chang.* 10.14+ Amendment to Certain Nonqualified Stock Options and Restricted Stock Units Held by Derek Chang.* 10.15+ Form of Indemnification Agreement by and between the Registrant and its executive officers/​directors (incorporated by reference to Exhibit 10.7 to the 2025 S-4/A) . 10.16 Form of Master Forward Confirmation (incorporated by reference to Exhibit 10.8 to the 2025 S-4) . 10.17 Stockholder Agreement, dated February 10, 2009, by and among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc. (incorporated by reference to Exhibit 10.9 to the 2025 S-4) . 10.18 ​ Tenth Amendment to Margin Loan Agreement, dated as of September 12, 2025, by and among LMC LYV, LLC, Various Lenders, Wilmington Trust, National Association and Citibank, N.A. (incorporated by reference to Exhibit 10.10 to the 2025 S-4/A) . 10.19 Tax Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 10.1 to the December 2025 8-K). 10.20 Services Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 10.2 to the December 2025 8-K). 10.21 Facilities Sharing Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, the Registrant, Liberty Property Holdings, Inc., Liberty Tower, Inc. and Liberty Centennial Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the December 2025 8-K). 10.22 Aircraft Time Sharing Agreement, dated as of December 15, 2025, by and between Liberty Media Corporation and the Registrant (incorporated by reference to Exhibit 10.4 to the December 2025 8-K). 10.23 New Holder Assignment and Assumption Agreement, dated as of December 15, 2025, by and among Liberty Media Corporation, the Registrant and Live Nation Entertainment, Inc. (incorporated by reference to Exhibit 10.5 to the December 2025 8-K). 19.1 Liberty Live Holdings, Inc. Insider Trading Policy.* 21 Subsidiaries of Liberty Live Holdings, Inc.* 23.1 Consent of KPMG LLP.* 23.2 Consent of Ernst & Young LLP.* 31.1 Rule 13a-14(a)/15d-14(a) Certification.* 31.2 Rule 13a-14(a)/15d-14(a) Certification.* 32 Section 1350 Certification. ** 97 Liberty Live Holdings, Inc. Clawback Policy for the Recovery of Erroneously Awarded Compensation.* IV-2 Table of Contents 99.1 Audited consolidated financial statements of Live Nation Entertainment, Inc. as of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024 and 2023 (incorporated by reference to Live Nation Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-32601), filed on February 19, 2026). 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.* 101.LAB Inline XBRL Taxonomy Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Definition Document.* 104 Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).* ​ ​ ​ * Filed herewith. ** Furnished herewith. + This document has been identified as a management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary. Not applicable. ​ IV-3 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IVE ​ ​ ​ LIBERTY LIVE HOLDINGS, INC. ​ ​ Date: February 26, 2026 By: /s/ Chad R. Hollingsworth ​ ​ Chad R. Hollingsworth President and Chief Executive Officer ​ ​ ​ Date: February 26, 2026 By: /s/ Brian J. Wendling ​ ​ Brian J. Wendling Chief Accounting Officer and Principal Financial Officer (Principal Financial Officer and Principal Accounting Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. ​ ​ ​ ​ ​ Signature ​ ​ ​ Title ​ ​ ​ Date ​ ​ ​ ​ ​ /s/ Robert R. Bennett ​ Chairman of the Board and Director ​ February 26, 2026 Robert R. Bennett ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Chad R. Hollingsworth ​ President and Chief Executive Officer ​ February 26, 2026 Chad R. Hollingsworth ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Brian J. Wendling ​ Chief Accounting Officer and Principal Financial ​ February 26, 2026 Brian J. Wendling ​ Officer (Principal Financial Officer and Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Derek Chang ​ Director ​ February 26, 2026 Derek Chang ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ David J.A. Flowers ​ Director ​ February 26, 2026 David J.A. Flowers ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Bill Kurtz ​ Director ​ February 26, 2026 Bill Kurtz ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Carl E. Vogel ​ Director ​ February 26, 2026 Carl E. Vogel ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​