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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 73 added, 48 removed, 188 unchanged (39% of the section changed)

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● 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.;

● our overlapping directors and officers with Liberty Media, Liberty Broadband Corporation and Liberty Capital Corporation (formerly known as GCI Liberty, Inc.);

● risks related to being a holding company;

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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.

Under these various agreements $2.5 million and $3.2 million was reimbursable to Liberty Media during the three months ended June 30, 2026 and 2025, respectively, and $5.8 million and $6.6 million was reimbursable to Liberty Media during the six months ended June 30, 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.

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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.

Subsequent to June 30, 2026, Formula 1 announced that Malaysia will host the Bahrain Grand Prix in October.

If the conflict in the Middle East persists, additional calendar changes may be necessary.

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

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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, 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.

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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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 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.

Revenue increased $8,456 thousand during the three months ended June 30, 2026, as compared to the same period in the prior year, primarily due to an increase related to MotoGP of $6,746 thousand due to the hospitality agreement announced during the current year with MotoGP and incremental hospitality and experiential package sales , as well as an increase of $5,623 thousand in other event revenue, primarily related to new events, including USGA events and World Cup transportation, and hospitality growth year over year at existing events.

These increases were partially offset by a decrease of $3,816 thousand related to hotel room packages for events that occurred in 2025 but not in 2026.

Revenue increased $25,017 thousand during the six months ended June 30, 2026, as compared to the same period in the prior year, primarily due to an increase related to Formula 1 of $25,741 thousand due to year over year growth at the events executed despite three fewer events in 2026 compared to 2025, an increase related to MotoGP of $9,957 thousand due to the hospitality agreement announced during the current year with MotoGP and incremental hospitality and experiential package sales, and an increase of $5,411 thousand in other event revenue, primarily related to new events, including USGA events and World Cup transportation, and hospitality growth year over year at existing events .

increases were partially offset by a decrease related to the NBA of $12,021 thousand due to changes in venues and participating teams impacting demand, and a decrease of $3,998 thousand related to hotel room packages for events that occurred in 2025 but not in 2026.

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 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 .

Cost of revenue increased $6,385 thousand for the three months ended June 30, 2026, as compared to the same period in the prior year.

The increase in cost of revenue was due to increases of $5,904 thousand related to MotoGP associated with the increased revenue as discussed above, and an increase of $3,810 thousand related to new events, as discussed above, partially offset by a decrease of $3,800 thousand related to hotel room packages for events that occurred in 2025 but not in 2026.

Cost of revenue increased $16,502 thousand for the six months ended June 30, 2026, as compared to the same period in the prior year.

The increase in cost of revenue was due to increases of $19,405 thousand and $8,332 thousand related to Formula 1 and MotoGP, respectively, associated with the increased revenue as discussed above, and an increase of $3,532 thousand related to new events, as discussed above.

These increases were partially offset by a decrease of $10,197 thousand related to the NBA as a result of the decrease in revenue, as discussed above, a decrease of $3,970 thousand related to hotel room packages, and a decrease of $1,695 thousand related to tax compliance expense.

Selling, general and administrative expenses, excluding stock-based compensation (“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, professional and advisory fees and office expenses including rent.

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.

SG&A remained relatively flat for the three months ended June 30, 2026.

SG&A increased $3,266 thousand for the six months ended June 30, 2026, as compared to the same period in the prior year, primarily due to increases at Quint of $3,021 thousand for personnel costs and $403 thousand for commissions expenses, as well as higher corporate expenses of $1,457 thousand related to the allocation of services from Liberty Media, payroll taxes and insurance expense.

These increases were partially offset by a decrease of $2,571 thousand at the corporate level related to professional services fees.

Stock-based compensation.

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.

Stock-based compensation increased $963 thousand and $3,008 thousand for the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year, primarily due to expense from grants issued in the fourth quarter of 2025 combined with a prior period grant that completed its vesting cycle.

Depreciation and amortization.

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

Depreciation and amortization remained relatively flat for the three and six months ended June 30, 2026, as compared to the same periods in the prior year.

Adjusted OIBDA.

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Adjusted OIBDA

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.

Consolidated Adjusted OIBDA increased $2,619 thousand and $5,249 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.

Quint Adjusted OIBDA increased $200 thousand and $4,258 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.

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

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.

Corporate and Other Adjusted OIBDA loss decreased $2,419 thousand and $991 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.

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

Interest Expense.

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

Interest expense remained relatively flat during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.

Dividend and interest income.

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.

Dividend and interest income increased $905 thousand and $1,435 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year, primarily due to higher invested cash balances due to cash transferred from Liberty Media in connection with the Split-Off.

Share of earnings (loss) of affiliates, net.

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.

The Company’s share of earnings of affiliates, net increased $11,084 thousand and decreased $114,693 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods 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 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.

As of June 30, 2026, amortizable intangible assets had a remaining weighted average useful life of approximately 5.8 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 $5,717 thousand and $4,902 thousand, net of related taxes, for the three months ended June 30, 2026 and 2025, respectively, and $11,820 thousand and $9,191 thousand, net of related taxes, for the six months ended June 30, 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.

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Net earnings (loss) attributable to Live Nation stockholders

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.

Live Nation’s revenue increased $660 million and $1,071 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.

The increase for the three months ended June 30, 2026 was driven by increased revenue in the Concerts segment of $498 million, Ticketing segment of $110 million and Sponsorship & Advertising segment of $42 million.

Concerts revenue increased primarily due to fan count growth from more shows driven by Live Nation’s International markets, particularly mainland Europe and South America, as well as revenue of $30 million from newly opened venues.

Ticketing revenue increased primarily due to higher primary ticket sales driven by more concerts events in North America and international markets .

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

The increase for the six months ended June 30, 2026 was driven by increased revenue in the Concerts segment of $789 million, Ticketing segment of $180 million and Sponsorship & Advertising segment of $85 million.

Concerts revenue increased primarily due to approximately 1,000 more shows driven by International fan count growth, particularly Arena fan count growth in almost every one of Live Nation’s global markets, as well as revenue of $37 million from newly opened venues.

Concerts had incremental revenue of $289 million from acquisitions.Ticketing revenue increased primarily due to higher primary ticket sales driven by more concert events in North America and international markets .

Sponsorship & Advertising revenue increased primarily due to increased festival sponsorships as well as venue sponsorship deals across multiple markets in Canada, Europe and Latin America.

Operating Income.

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.

Operating income increased $35 million and decreased $450 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods of the prior year.

The increase for the three months ended June 30, 2026 was primarily driven by increased operating income in the Ticketing segment of $35 million and the Sponsorship & Advertising segment of $26 million as well as lower corporate expenses due to certain acquisition expense in the prior year.

These were partially offset by decreased operating income in the Concerts segment of $70 million.

The increased operating income in the Ticketing and Sponsorship & Advertising segments was driven by higher revenue, as discussed above.

The decreased operating income in the Concerts segment was due to the geographic mix of stadium shows as stadium activity for North America shifted from the second quarter to the third quarter of 2026 as a

result of the FIFA World Cup.

Live Nation also had higher selling, general and administrative expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in the Sponsorship & Advertising segment.

The decrease for the six months ended June 30, 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), decreased operating income in the Concerts segment of $100 million, partially offset by increased operating income in the Sponsorship & Advertising segment of $52 million and the Ticketing segment of $28 million.

The decrease in operating income in the Concerts segment was driven by geographic show mix, quarterly phasing, and higher selling, general and administrative expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in the Sponsorship & Advertising segment.

The increased operating income in the Sponsorship & Advertising segment was due to increased revenue from sponsorship activity, as discussed above.

The increased operating income in the Ticketing segment was due to increased revenue as discussed above, partially offset by an increase in direct operating expenses due to greater ticket sales.

Income Taxes.

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.

For the six months ended June 30, 2026, Live Nation recorded a net income tax expense of $83 million on pretax income of $106 million, compared to a net income tax expense of $137 million on pretax income of $486 million for the six months ended June 30, 2025.

The net decrease in income tax expense of $54 million was primarily due to a decrease in pretax income in 2026 as compared to the same period of the prior year, partially offset by the nondeductible tax impact of the $450 million accrued expense associated with the litigation (as discussed in note 8 to the accompanying condensed consolidated financial statements).

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

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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.

Realized and unrealized losses increased $134,922 thousand and $347,455 thousand for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods 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 (expense), net remained relatively flat during the three months ended March 31, 2026, as compared to the same period in the prior year.

Other income (expense), net remained relatively flat during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.

Income taxes.

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:

Earnings (loss) before income taxes, income tax (expense) benefit, and the effective tax rates for the three and six months ended June 30, 2026 and 2025 are summarized below:

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Effective income tax rate

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%.

During the three months ended June 30, 2026, income tax benefit was greater than the U.S.

statutory rate of 21%, primarily due to the effect of state income taxes.

During the six months ended June 30, 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.

During the three and six months ended June 30, 2025, income tax benefit was less than the U.S.

statutory rate of 21% due to income tax expense resulting from an adjustment to the Company’s tax basis in certain investment assets.

Net earnings (loss).

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 Company had net losses of $268,663 thousand and $180,323 thousand for the three months ended June 30, 2026 and 2025, respectively, and net losses of $562,801 thousand and $209,799 thousand for the six months ended June 30, 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 March 31, 2026, the Company’s liquidity position included the following:

As of June 30, 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 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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As of June 30, 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 June 30, 2026.

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Cash Flow Information

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Net cash provided (used) by financing activities

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.

During the six months ended June 30, 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 $4,539 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 $14,650 thousand and fees to Liberty Media for providing certain services pursuant to the Ancillary Agreements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis