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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-13 · 106 added, 158 removed, 130 unchanged (67% of the section changed)

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Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Split-Off (as defined below), our projected sources and uses of cash, fluctuations in interest rates and stock prices, the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our expectations regarding the business of our subsidiaries and equity affiliate, economic conditions, our projected sources and uses of cash, fluctuations in interest rates and stock prices, the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.

Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.

You are therefore cautioned not to place undue reliance on the forward-looking statements included in this Quarterly Report on Form 10-Q.

The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliate) that could cause actual results or events to differ materially from those anticipated:

● historical financial information and pro forma financial information may not be representative of future results;

● there may be significant transaction costs in connection with the Split-Off;

● we may not realize the potential benefits of the Split-Off in the near term or at all;

● an active trading market for our common stock may not develop;

● the market value of our common stock is uncertain;

● the satisfaction of all conditions to the Split-Off;

● the Split-Off may not be consummated;

● there may be liabilities that are not known, probable or estimable at this time;

● the Split-Off may result in the diversion of management’s time and attention to issues relating to the Split-Off;

● risks related to the Investment Company Act of 1940, as amended (the “ Investment Company Act” );

● risks related to disruption of management time from ongoing business operations due to the Split-Off;

● risks inherent to the business may result in additional strategic and operational risks, which may impact our risk profile, which we may not be able to mitigate effectively;

● our ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations;

● risks related to costs as a result of becoming an independent public company;

● our inter-company agreements may not be the result of arms’ length negotiations;

● we had no operating history as a separate company prior to the Split-Off;

● risks related to our indemnity obligations to Liberty Media (as defined below);

● we may not realize the potential benefits of the Split-Off (as defined below) in the near term or at all;

● our overlapping directors and officers with Liberty Media, Liberty Broadband Corporation and GCI Liberty, Inc.;

● risks related to being a holding company;

● risks related to the Investment Company Act of 1940, as amended;

● our and our subsidiaries’ and equity affiliate’s ability to realize the benefits of acquisitions or other strategic investments;

● the degradation, failure or misuse of our information systems;

● our and our subsidiaries’ indebtedness could adversely affect operations and could limit the ability of such subsidiaries to react to changes in the economy or their industry;

● the success of Live Nation Entertainment, Inc.

(“ Live Nation”) and QuintEvents, LLC (“Quint”) and their popularity with audiences;

● our and our subsidiaries’ ability to realize the benefits of acquisitions or other strategic investments;

● the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by Live Nation and Quint;

● our overlapping directors and management with Liberty Broadband Corporation, Liberty Media (as defined below) and GCI Liberty, Inc.;

(“ Live Nation”) and QuintEvents, LLC (“Quint”) and their popularity with customers;

● the outcome of pending or future litigation;

● the operational risks of our subsidiaries and business affiliates with international operations;

● our ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments;

● the degradation, failure or misuse of our information systems;

● our subsidiaries’ and business affiliates’ ability to comply with government regulations, including, without limitation competition laws and adverse outcomes from regulatory proceedings;

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● the ability of Live Nation and its ticketing clients to anticipate or respond to changes in consumer preferences;

● changes in the nature of Live Nation’s and Quint’s relationships between key promoters, executives, agents, managers, artists and clients;

● changes in the nature of Live Nation’s relationships between key promoters, executives, agents, managers, artists and clients and the nature of Quint’s relationships with promoters, leagues and customers;

● the ability of Live Nation to maintain or increase its current revenue in the face of intense competition in the live music and ticketing industries;

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● the risk of poor weather adversely affecting attendance at Live Nation’s live music events and Quint’s sports and entertainment events;

● the impact of events involving the assets and business market value of our common stock;

● fluctuations in currencies against the U.S.

● the risk of data losses or other breaches of Live Nation and/or Quint’s network security;

● the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by Live Nation and Quint;

● the market price of our common stock may be volatile;

● fluctuations in currencies against the United States (“U.S.”) dollar;

● our directors’ or officers’ equity ownership may create the appearance of conflicts of interest;

● geopolitical incidents, accidents, terrorist acts, international conflicts, natural disasters, including the effects of climate change, or other events that cause one or more events to be canceled or postponed, are not covered by insurance, or cause reputational damage to our subsidiaries and business affiliates.

For additional risk factors, please see “Risk Factors” in our prospectus filed on November 4, 2025 with the Securities and Exchange Commission (“SEC”), as part of our Registration Statement on Form S-4 (File No.

333-288960) (the “Registration Statement”).

● provisions of our amended and restated articles of incorporation and bylaws may discourage, delay or prevent a change in control of our Company .

For additional risk factors, please see Part I, Item 1A.

Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 .

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

The following discussion and analysis provides information regarding the historical combined results of operations and financial condition of Liberty Live Holdings, Inc.

The following discussion and analysis provides information regarding the historical consolidated results of operations and financial condition of Liberty Live Holdings, Inc.

(“Liberty Live”, the “Company”, “us”, “we”, or “our”).

This discussion should be read in conjunction with our accompanying condensed combined financial statements and the notes thereto and our audited combined financial statements for the year ended December 31, 2024 in the Registration Statement.

This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2025 .

Split-Off of Liberty Live from Liberty Media

In November 2024, the board of directors of Liberty Media Corporation (“Liberty Media” or “Parent”) authorized Liberty Media management to pursue a plan to splitoff the Liberty Live Group (the “Split-Off”).

Immediately prior to effecting the Split-Off, Liberty Media’s subsidiary Quint, interests in certain private assets and cash will be reattributed from the Formula One Group to the Liberty Live Group in exchange for interests in certain other private assets (the “Reattribution” and such assets, the “Reattributed Assets”).

Any cash consideration will be determined at a future date based on relative valuations of the assets that are being reattributed.

Liberty Media will effect the Split-Off through the redemption of Liberty Media’s Liberty Live common stock in exchange for common stock of a newly formed company called Liberty Live Holdings, Inc.

Liberty Media will redeem 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 will beneficially own approximately 69.6 million shares of Live Nation common stock, Quint, interests in certain private assets currently attributed or to be attributed to Liberty Live Group, corporate cash and debt obligations attributed to the Liberty Live Group, together with other assets as may be determined by Liberty Media prior to the Split-Off.

Liberty Media will contribute a to be determined amount of corporate cash to Liberty Live in connection with the Split-Off.

In contemplation of the Split-Off, the Company filed the Registration Statement with the SEC that became effective on November 2, 2025.

By virtue of the Registration Statement having gone effective, the Company is required to file a Form 10-Q for the quarter ended September 30, 2025.

Liberty Live is a newly formed, wholly owned subsidiary of Liberty Media.

Upon the completion of the Split-Off, Liberty Live’s principal assets will consist of the businesses, assets and liabilities attributed to Liberty Media’s Liberty Live Group immediately prior to the redemption of each outstanding share of Liberty Media’s Series A Liberty Live common stock, par value $0.01 per share, Series B Liberty Live common stock, par value $0.01 per share, and Series C Liberty Live common stock, par value $0.01 per share, for one share of the corresponding series of Liberty Live Group common stock of Liberty Live (which, for the avoidance of doubt, excludes Liberty Media’s interests in certain private assets, but includes, among other businesses, assets and liabilities, the Reattributed Assets), including, among others (1) all of Liberty Media’s shares of Live Nation common stock, (2) corporate cash, (3) Liberty Media’s interests in certain private assets, including the Reattributed Assets, (4) Liberty Media’s 2.375% Exchangeable Senior Debentures due 2053, (5) a margin loan (which is undrawn as of the date hereof) incurred by a wholly owned special purpose subsidiary of Liberty Media, which is secured by shares of Live Nation common stock, and (6) the 2025 Forward Contracts (as defined below).

Upon completion of the Split-Off, Liberty Media and Liberty Live will operate as separate, publicly traded companies, and neither is expected to have any continuing stock ownership, beneficial or otherwise, in the other.

In connection with the Split-Off, Liberty Media and Liberty Live will enter 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.

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 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 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 common stock, Quint, interests in certain private assets, corporate cash and debt obligations.

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 will provide 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 will provide 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 services agreement, Liberty Media will provide Liberty Live with general and administrative services including legal, tax, accounting, treasury and investor relations support.

Liberty Live will reimburse Liberty Media for direct, out-of-pocket expenses and will pay 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 will share office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters.

The aircraft time sharing agreement will provide for Liberty Media to lease certain aircraft that it or its subsidiaries own 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 $6.7 million and $1.2 million during the three months ended September 30, 2025 and 2024, respectively, and $14.2 million and $4.4 million during the nine months ended September 30, 2025 and 2024, respectively, for shared services and other directly incurred expenses, which are reflected in the condensed combined statements of operations in selling, general and administrative expenses.

Following the Split-Off, we anticipate the amount allocated to Liberty Live through the Ancillary Agreements to be approximately $7.5 million annually.

Liberty Live expects to incur additional corporate overhead expenses primarily related to being a standalone public company of approximately $8.0 million annually.

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 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 related amenities at Liberty Media’s corporate headquarters.

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, and are currently allocated to Liberty Live each reporting period based on an estimate of time spent.

Under these various agreements $3.3 million and $3.4 million was reimbursable to Liberty Media during the three months ended March 31, 2026 and 2025, respectively.

Quint designs, develops, and sells official ticket-inclusive hospitality and single to multi-day experiential packages (including on or off-site experiences, transportation, and hotel accommodations) throughout the world, and is a reportable segment.

Live Nation believes it is the largest producer of live music concerts in the world, it is the world’s leading live entertainment ticketing sales and marketing company, its 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.

As a result, Live Nation believes it is the largest live entertainment company in the world, connecting over 788 million fans across all of its concerts

and ticketing platforms in 51 countries during 2024, and is a reportable segment.

As a result, Live Nation believes it is the largest live entertainment company in the world, connecting over 805 million fans across all of its concerts and ticketing platforms in 55 countries during 2025, and is a reportable segment.

Our “Corporate and other” category includes corporate activity along with various equity investments.

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or globally could adversely affect demand for Live Nation’s and Quint’s services and events.

Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending, which typically falls during times of economic recession or instability.

Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results.

There remains a high level of uncertainty in the current macroeconomic and geopolitical environments.

Economic tensions and changes in international trade policies, including, for example, the widespread tariffs announced by the U.S.

on its major trading partners, higher tariffs on imported goods and materials and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), have increased inflationary cost pressures and recessionary fears.

If economic and financial market conditions in the U.S.

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A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures.

Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending, which typically declines during times of economic recession or instability.

Many factors related to corporate spending and discretionary consumer spending, including actual or perceived economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results.

There remains a high level of uncertainty in the current macroeconomic and geopolitical environments.

Economic tensions and changes in international trade policies, including, for example, the widespread tariffs announced by the U.S.

on its major trading partners, and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), increased inflationary cost pressures and heightened recessionary fears.

Although many of those tariffs are no longer in effect, residual economic disruption and the potential for future trade policy changes continue to contribute to heightened recessionary fears.

In addition, recent hostilities involving the U.S., Israel and Iran and others have significantly disrupted the normal flow of oil, refined petroleum products and related commodities, resulting in higher commodity prices and associated economic volatility.

The length and impact of these ongoing conflicts and geopolitical turmoil is highly unpredictable and could lead to further market disruptions, including significant volatility in commodity prices, currency exchange rates, credit and capital markets, supply chain interruptions, changes in consumer purchasing behavior and increased cyber-attacks against U.S.

Due to the conflict in Iran, Formula 1 announced that the 2026 Bahrain and Saudi Arabian Grands Prix would not take place in April 2026 as originally scheduled, and MotoGP postponed the 2026 Qatar Grand Prix to November 2026, which will have an adverse impact on Quint’s results of operations in 2026.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets.

A weakened economic and business climate, as well as consumer uncertainty created by such a climate, could harm Live Nations’ and/or Quint’s revenues and profitability.

Accordingly, the ability of Live Nation and/or Quint to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further.

In addition, inflation, which has significantly risen, may increase operational costs, including labor costs, and elevated interest rates or further increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks.

Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact Live Nation’s and Quint’s operating results.

In addition, inflationary pressures, which have been significant and remain significant, may increase operational costs, including labor costs, and elevated interest rates or any further increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks.

Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest

levels, can also significantly impact Live Nation’s and Quint’s operating results.

These factors can affect attendance at Live Nation’s and Quint’s events, premium seat sales, sponsorship, advertising and hospitality spending, concession and merchandise sales, as well as the financial results of sponsors of Live Nation’s and Quint’s venues, events and the industry.

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Results of Operations

Provided in the tables below is information regarding the historical Combined Operating Results and Other Income and Expense of Liberty Live.

Provided in the tables below is information regarding the historical Consolidated Operating Results and Other Income and Expense of Liberty Live.

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Operating income (loss)

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The Company designs and develops ticket-inclusive experiential hospitality packages (including on or off-site experiences, transportation, and hotel accommodations) to major sporting and lifestyle events held globally.

Revenue decreased $2,426 thousand and increased $11,218 thousand during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

The decrease in revenue for the three months ended September 30, 2025, compared to the same period in the prior year, was attributable to a decrease of $2,712 thousand related to hotel room packages for certain music festivals and a decrease of $1,645 thousand related to a mixed martial arts event package in the prior period that occurred in a different period in the current year.

These decreases were partially offset by an increase of $2,109 thousand related to Formula 1, primarily due to incremental product offerings and increased prices for experiential packages despite having one fewer race in the period.

The increase in revenue for the nine months ended September 30, 2025, compared to the same period in the prior year, was attributable to an increase of $15,401 thousand related to Formula 1, primarily due to incremental product offerings and increased prices for hospitality and experiential packages, an increase of $7,650 thousand related to NBA-related programs, primarily due to an additional international game held in Paris compared to the prior year, as well as incremental experiential product offerings, and an increase of $2,247 thousand related to MotoGP, due to two additional races in the current year compared to the prior year and incremental hospitality and experiential package sales.

These increases were partially offset by a decrease in revenue tied to the Kentucky Derby of $11,436 thousand, due to lower demand in the current year as compared to the prior year (which had increased demand related to the 150th Anniversary of the Kentucky Derby), and a decrease related to the Super Bowl of $3,225 thousand, due to a reduction in experiential package offerings compared to the prior year.

Cost of revenue, excluding stock-based compensation.

Revenue increased $16,561 thousand during the three months ended March 31, 2026, as compared to the same period in the prior year, primarily due to an increase related to Formula 1 of $25,684 thousand due to three events in the current period, compared to two events in the same period in the prior year, as well as year-over-year growth at these events, and an increase related to MotoGP of $3,211 thousand due to the recently announced hospitality agreement with MotoGP and incremental hospitality and experiential package sales .

These increases were partially offset by a decrease related to the NBA of $12,020 thousand due to changes in venues and participating teams impacting demand.

Cost of revenue.

Cost of revenue primarily includes the direct costs to execute and fulfill experiential packages including ticket, hospitality, hotel and transportation costs.

Cost of revenue decreased $6,683 thousand and increased $5,276 thousand for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, and as a percentage of revenue decreased from 87% to 79% for the three months ended September 30, 2024 and 2025, respectively, and decreased from 83% to 81%, for the nine months ended September 30, 2024 and 2025, respectively.

For the three months ended September 30, 2025, the decrease was primarily due to lower expenses related to hotel operations of $3,130 thousand, primarily due to the offsetting reduction in room costs at certain music festivals, $2,630 thousand of costs associated with a NASCAR race held in the prior year and not in the current year, and $1,273 thousand related to the above mentioned mixed martial arts event.

These decreases were partially offset by increases at Formula 1 of $1,951 thousand and MotoGP of $700 thousand, all associated with increases in revenue, as discussed above.

For the nine months ended September 30, 2025, the increase was primarily due to higher expenses related to Formula 1 of $12,290 thousand, NBA-related programs of $6,589 thousand, and MotoGP of $2,208 thousand, all associated with increases in revenue, as discussed above, partially offset by a decrease in expenses related to the Kentucky Derby of $6,445 thousand, the Super Bowl of $2,007 thousand and hotel room packages of $1,672 thousand, due to lower demand and experiential package offerings, as discussed above.

Selling, general and administrative expenses, excluding stock-based compensation and acquisition costs (“SG&A”).

SG&A includes personnel costs, marketing costs, software license fees, commissions paid to internal and external sales representatives, interchange fees incurred on credit card transactions and office expenses including rent.

SG&A increased $6,332 thousand and $16,558 thousand for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

The increase for the three months ended September 30, 2025 was primarily due to higher professional services fees of $3,015 thousand related to the Split-Off and higher allocation of services from Liberty Media of $1,655 thousand at the corporate level primarily related to Liberty Media employees spending more time working on the Company related to the Split-Off, and to increases at Quint of $630 thousand primarily related to marketing and compliance fees and $480 thousand for personnel costs.

The increase for the nine months ended September 30, 2025 was primarily due to higher professional services fees of $7,638 thousand related to the Split-Off and higher allocation of services from Liberty Media of $3,297 thousand at the corporate level primarily related to Liberty Media employees spending more time working on the Company related to the Split-Off, and increases at Quint of $1,693 thousand for personnel costs and $1,298 thousand primarily related to marketing and compliance fees.

Cost of revenue increased $10,117 thousand for the three months ended March 31, 2026, as compared to the same period in the prior year.

The increase in cost of revenue was due to increases of $20,585 thousand and $2,427 thousand related to Formula 1 and MotoGP, respectively, associated with the increased revenue as discussed above, partially offset by a decrease of $10,226 thousand related to the NBA as a result of the decrease in revenue, as discussed above, as well as a decrease in tax compliance expense of $2,780 thousand compared to the prior year .

Selling, general and administrative expenses, excluding stock-based compensation (“SG&A”).

SG&A increased $3,814 thousand for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily due to increases at Quint of $1,180 thousand for personnel costs and $561 thousand for commissions expenses, as well as higher corporate expenses of $691 thousand related to the allocation of services from Liberty Media, and a $829 thousand increase in other expenses related to payroll taxes, insurance expense and professional services fees.

Stock-based compensation.

Stock-based compensation increased $731 thousand and decreased $6,478 thousand for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

The decrease for the nine months ended September 30, 2025 was primarily due to a one-time compensation expense recorded on January 2, 2024 related to accelerated vesting of certain outstanding warrants at Quint (see note 8 to the accompanying condensed combined financial statements for additional information).

Stock-based compensation increased $2,045 thousand for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily due to expense from grants issued in the fourth quarter of 2025.

Depreciation and amortization.

Depreciation and amortization remained relatively flat for the three and nine months ended September 30, 2025, as compared to the same periods in the prior year.

Acquisition costs.

Acquisition costs of $77 thousand and $853 thousand were recorded during the three and nine months ended September 30, 2024, respectively, related to the acquisition of Quint on January 2, 2024.

Depreciation and amortization remained relatively flat for the three months ended March 31, 2026, as compared to the same period in the prior year.

Adjusted OIBDA.

To provide investors with additional information regarding the Company’s financial results, it also discloses Adjusted OIBDA, which is a non-GAAP financial measure.

Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition costs and impairment charges.

Liberty Live’s chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate Liberty Live’s businesses and make

decisions about allocating resources among Liberty Live’s businesses.

Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring, acquisition costs and impairment charges.

Liberty Live’s chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate Liberty Live’s businesses and make decisions about allocating resources among Liberty Live’s businesses.

Liberty Live believes this is an important indicator of the operational strength and performance of Liberty Live’s businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends.

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Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S.

generally accepted accounting principles.

generally accepted accounting principles (“GAAP”).

The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:

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Stock-based compensation

Acquisition costs

Adjusted OIBDA

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Adjusted OIBDA

Combined Adjusted OIBDA loss increased $2,075 thousand and $10,616 thousand during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

Quint Adjusted OIBDA loss decreased $3,127 thousand and Adjusted OIBDA increased $1,993 thousand during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

Consolidated Adjusted OIBDA loss decreased $2,630 thousand during the three months ended March 31, 2026, as compared to the same period in the prior year.

Quint Adjusted OIBDA loss decreased $4,058 thousand during the three months ended March 31, 2026, as compared to the same period in the prior year.

Adjusted OIBDA was impacted by the above discussed fluctuations in revenue and expenses.

Corporate and Other Adjusted OIBDA loss increased $5,202 thousand and $12,609 thousand during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

Corporate and Other Adjusted OIBDA loss increased $1,428 thousand during the three months ended March 31, 2026, as compared to the same period in the prior year.

The increases in losses were impacted by the above discussed fluctuations in SG&A expenses.

Interest Expense.

Interest expense remained relatively flat during the three and nine months ended September 30, 2025, as compared to the same periods in the prior year.

Interest expense remained relatively flat during the three months ended March 31, 2026, as compared to the same period in the prior year.

Dividend and interest income.

Dividend and interest income decreased $1,793 thousand and $4,385 thousand during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to lower interest rates and invested cash balances compared to the prior year.

Dividend and interest income remained relatively flat during the three months ended March 31, 2026, as compared to the same period in the prior year.

Share of earnings (loss) of affiliates, net.

The Company’s share of earnings of affiliates, net decreased $2,722 thousand and increased $15,127 thousand during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year.

The Company’s share of losses of affiliates, net increased $125,777 thousand during the three months ended March 31, 2026, as compared to the same period in the prior year.

Share of earnings (losses) from affiliates, net is primarily attributable to the Company’s ownership interest in Live Nation.

Upon the Company’s initial investment in Live Nation, the Company allocated the excess basis, between the book basis of Live Nation and fair value of the shares acquired and ascribed remaining useful lives to amortizable intangible assets and deferred taxes.

As of September 30, 2025, amortizable

intangible assets had a remaining weighted average useful life of 6.4 years.

Amortization related to intangible assets with identifiable useful lives is included in the Company’s share of earnings (loss) of affiliates, net line item in the accompanying condensed combined statements of operations and aggregated $5,327 thousand and $8,341 thousand, net of related taxes, for the three months ended September 30, 2025 and 2024, respectively, and $14,517 thousand and $24,381 thousand, net of related taxes, for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in amortization was related to the full amortization of certain historical excess cost amounts.

As of March 31, 2026, amortizable intangible assets had a remaining weighted average useful life of 6.0 years.

Amortization related to intangible assets with identifiable useful lives is included in the Company’s share of earnings (loss) of affiliates, net line item in the accompanying condensed consolidated statements of operations and aggregated $6,103 thousand and $4,289 thousand, net of related taxes, for the three months ended March 31, 2026 and 2025, respectively.

The increase in amortization was due to our share of Live Nation’s equity activity that increased our excess basis as well as a cumulative change in the applicable tax rate, partially offset by the full amortization of certain historical excess cost amounts.

The following is a discussion of Live Nation’s results of operations.

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Net earnings (loss) attributable to Live Nation stockholders

Live Nation’s revenue increased $848 million and $1.4 billion during the three and nine months ended September 30, 2025, as compared to the same periods in the prior year.

The increase for the three months ended September 30, 2025 was driven by increased revenue in the Concerts segment of $702 million, Ticketing segment of $104 million and Sponsorship & Advertising segment of $52 million.

Concerts revenue increased primarily due to more stadium shows and fans.

Concerts had incremental revenue of $275 million during the three months ended September 30, 2025 from acquisitions and new venues.

Ticketing revenue increased primarily due to higher primary ticket sales in North America and Latin America markets.

Sponsorship & Advertising revenue increased primarily due to increased sponsorship activity in North America and mainland Europe, notably for Live Nation’s operated venues and festivals as well as ticket onsale deals.

The increase for the nine months ended September 30, 2024 was driven by increased revenue in the Concerts segment of $1.3 billion, Ticketing segment of $87 million and Sponsorship & Advertising segment of $86 million.

Concerts revenue increased primarily due to more stadium shows and fans.

Concerts had incremental revenue of $413 million during the nine months ended September 30, 2025 from acquisitions and new venues.

Ticketing revenue increased primarily due to higher primary ticket sales in North America and international markets.

Sponsorship & Advertising revenue increased primarily due to increased sponsorship activity in North America and international markets, notably for Live Nation’s operated venues and festivals as well as ticket onsale deals.

Live Nation’s revenue increased $411 million during the three months ended March 31, 2026, as compared to the same period in the prior year.

The increase for the three months ended March 31, 2026 was driven by increased revenue in the Concerts segment of $292 million, Ticketing segment of $70 million and Sponsorship & Advertising segment of $43 million.

Concerts revenue increased primarily due to more arena shows and fans.

Concerts had incremental revenue of $189 million during the three months ended March 31, 2026 from acquisitions and newly opened venues.

Ticketing revenue increased primarily due to higher primary ticket sales driven by more concerts activity in North America

and sports activity in international markets .

Sponsorship & Advertising revenue increased primarily due to increased festival sponsorships in international markets as well as venue sponsorship deals across multiple markets.

Operating Income.

Operating income increased $152 million and $330 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of the prior year.

The increase for the three months ended September 30, 2025 was primarily driven by a $91 million increase in Concerts operating income, primarily

driven by higher revenue as discussed above and lower acquisition expenses, partially offset by an increase in direct operating expenses to support more stadium shows and fan growth at events, higher selling, general and administrative expenses related to additional headcount and compensation expense, and higher depreciation and amortization expense related to capital expenditures incurred to support the increased operations.

Ticketing operating income increased $45 million driven by an increase in revenue as discussed above partially offset by higher selling, general and administrative expenses due to increased investments in research and development, cybersecurity and cloud computing.

Additionally, Sponsorship & Advertising operating income increased $34 million primarily due to increased revenue from sponsorship activity discussed above.

The increase for the nine months ended September 30, 2025 was primarily driven by a $373 million increase in Concerts operating income, primarily driven by revenue as discussed above, and the nonrecurring Astroworld estimated loss contingencies in the prior year, as well as lower acquisition expenses, mostly due to contingent consideration changes in the prior year.

These were partially offset by increased direct operating expenses to support more stadium shows and fan growth at events, higher depreciation and amortization expense related to capital expenditures incurred to support the increased operations and higher stock-based compensation.

Sponsorship & Advertising operating income increased $48 million due to increased revenue from sponsorship activity discussed above.

These increases were partially offset by higher certain acquisition expenses of $78 million.

Other income (expense), net.

For the three months ended September 30, 2025, Live Nation had other expense, net of $14 million, which primarily consisted of net foreign exchange rate losses of $25 million, partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $10 million.

For the three months ended September 30, 2024, Live Nation had other income, net of $12 million which included net foreign exchange rate gains of $12 million.

For the nine months ended September 30, 2025, Live Nation had other expense, net of $53 million, which primarily consisted of net foreign exchange rate losses of $59 million.

For the nine months ended September 30, 2024, Live Nation had other income, net of $110 million, which primarily included mark to market adjustments for certain investments in nonconsolidated affiliates of $95 million and net foreign exchange rate gains of $15 million.

Operating income decreased $486 million during the three months ended March 31, 2026, as compared to the same period of the prior year.

The decrease for the three months ended March 31, 2026 was primarily driven by the $450 million accrued expense associated with the litigation (as discussed in note 8 to the accompanying condensed consolidated financial statements), increased operating losses in the Concerts segment of $30 million, and decreased operating income in the Ticketing segment of $7 million.

The increased operating losses in the Concerts segment were primarily due to higher direct operating expenses to support more arena shows and fan growth at events, higher compensation expense due to additional headcount, and higher depreciation and amortization expense related to the ongoing venue build and upgrade program.

The decreased operating income in the Ticketing segment was due to higher credit card fees from greater ticket sales and higher salary expense.

These decreases were partially offset by increased operating income in the Sponsorship & Advertising segment of $26 million, primarily related to the increase in revenue as discussed above.

Income Taxes.

For the nine months ended September 30, 2025, Live Nation had tax expense of $389 million on earnings before income taxes of $1.2 billion compared to tax expense of $191 million on earnings before income taxes of $1.0 billion for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, income tax expense consisted of $251 million related to foreign entities, $112 million related to United States federal taxes and $26 million related to state and local income taxes.

The net increase of $198 million is attributable to an increase in non-deductible expenses in the United States primarily related to legal matters as well as an increase in performance share awards vesting during 2025.

For the three months ended March 31, 2026, Live Nation had tax benefit of $32 million on losses before income taxes of $412 million compared to tax expense of $20 million on earnings before income taxes of $66 million for the three months ended March 31, 2025.

The net decrease in income tax expense of $52 million was primarily due to pretax losses in 2026 compared to pretax earnings in the prior year.

Realized and unrealized gains (losses) on financial instruments, net .

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Financial instrument liabilities

The changes in these accounts are primarily due to changes in market factors and changes in the fair value of the underlying stocks or financial instruments to which these related (see note 7 to the accompanying condensed combined financial statements for additional discussion related to debt).

Realized and unrealized losses increased $81,897 thousand and $407,003 thousand for the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in the prior year.

The increases were primarily due to increases in unrealized losses related to a derivative instrument entered into during the second quarter of 2025 (“2025 Forward Contracts”) (see note 7 to the accompanying condensed combined financial statements) and increases in unrealized losses on the 2.375% Exchangeable Senior Debentures due 2053, primarily attributable to an increase in the market value of Live Nation’s common stock.

The changes in these accounts are primarily due to changes in market factors and changes in the fair value of the underlying stocks or financial instruments to which these related (see note 6 to the accompanying condensed consolidated financial statements for additional discussion related to debt).

Realized and unrealized losses increased $212,533 thousand for the three months ended March 31, 2026, compared to the corresponding period in the prior year.

The increase was primarily due to increases in unrealized losses on the 2.375% Exchangeable Senior Debentures due 2053 (“2.375% Exchangeables”), primarily attributable to an increase in the market value of Live Nation’s common stock, as well as an increase in unrealized losses related to a derivative instrument entered into during the second quarter of 2025 (“2025 Forward Contracts”) (see note 6 to the accompanying condensed consolidated financial statements).

Other income (expense), net.

Other income, net decreased $2,121 thousand and $4,924 thousand during the three and nine months ended September 30, 2025, respectively, as compared to the same period in the prior year, primarily due to losses on dilution of investments in affiliates compared to gains in the prior year.

Other income (expense), net remained relatively flat during the three months ended March 31, 2026, as compared to the same period in the prior year.

Income taxes.

Earnings (loss) before income taxes, income tax (expense) benefit, and the effective tax rates for the three and nine months ended September 30, 2025 and 2024 are summarized below:

Earnings (loss) before income taxes, income tax (expense) benefit, and the effective tax rates for the three months ended March 31, 2026 and 2025 are summarized below:

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Effective income tax rate

During the three and nine months ended September 30, 2025 and 2024, income tax benefit (expense) was substantially similar to the U.S.

During the three months ended March 31, 2026, income tax benefit was greater than the U.S.

statutory rate of 21%, primarily due to the effect of state income taxes and stock based compensation, partially offset by certain non-deductible expenses.

During the three months ended March 31, 2025, income tax benefit was substantially similar to the U.S.

statutory rate of 21%.

Net earnings (loss).

The Company had net losses of $55,734 thousand and net earnings of $15,281 thousand for the three months ended September 30, 2025 and 2024, respectively, and net losses of $265,533 thousand and net earnings of $56,626 thousand for the nine months ended September 30, 2025 and 2024, respectively.

The Company had net losses of $294,138 thousand and $29,476 thousand for the three months ended March 31, 2026 and 2025, respectively.

The change in net earnings (loss) was the result of the fluctuations in Liberty Live’s revenue, expenses and other gains and losses, as described above.

Liquidity and Capital Resources

As of September 30, 2025, the Company’s liquidity position included the following:

As of March 31, 2026, the Company’s liquidity position included the following:

Cash and cash

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available cash balances, cash generated by Quint operating activities (to the extent such cash exceeds Quint’s working capital needs and is not otherwise restricted), net proceeds from asset sales, debt borrowings, available borrowing capacity under a margin loan secured by shares of Live Nation (the “Live Nation Margin Loan”), the 2025 Forward Contracts and interest and dividend receipts.

As of September 30, 2025, the Company had $400 million available under the Live Nation Margin Loan.

The Company is in compliance with all financial debt covenants as of September 30, 2025.

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As of March 31, 2026, the Company had $400 million available under the Live Nation Margin Loan.

The Company is in compliance with all financial debt covenants as of March 31, 2026.

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Cash Flow Information

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Net cash provided (used) by financing activities

During the nine months ended September 30, 2025, the Company’s primary use of cash was for operations, including cash paid for interest expense.

During the nine months ended September 30, 2024, the Company’s primary source of cash was parent contributions of $306,478 thousand, and the Company’s primary use of cash was $205,211 thousand for the acquisition of Quint, net of cash acquired.

During the three months ended March 31, 2026, the Company’s primary uses of cash were $8,264 thousand for bank fees related to the exchanges of the 2.375% Exchangeables and $4,514 thousand of withholding taxes on net settlements of stock-based compensation.

The Company’s projected uses of cash for the remainder of the year, outside of normal operating expenses (inclusive of tax payments), are interest payments of approximately $21,984 thousand and fees to Liberty Media for providing certain services pursuant to the Ancillary Agreements.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis