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Item 1. Financial Statements

2025-08-07 compared with 2025-05-01 · 164 added, 68 removed, 450 unchanged (34% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

ASSETS (in thousands)

45 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands except share and per share data)

6 unchanged sentences

Corporate expenses 147,719 86,216 233,955 162,293

Operating income (loss) 114,769 ( 41,390 )

Operating income 486,653 465,819 601,422 424,429

Interest expense 72,048 79,970 152,391 160,661

2 unchanged sentences

Other expense (income), net 36,380 ( 20,742 ) 39,333 ( 97,796 )

Income (loss) before income taxes 66,013 ( 1,686 )

Income before income taxes 420,386 456,392 486,399 454,706

Income tax expense 117,645 80,164 137,356 121,183

Net income (loss) 46,302 ( 42,705 )

Net income 302,741 376,228 349,043 333,523

Net income attributable to noncontrolling interests 59,330 78,258 82,429 90,028

Net income (loss) attributable to common stockholders of Live Nation $ 23,203 $ ( 54,475 )

Basic and diluted net loss per common share available to common stockholders of Live Nation $ ( 0.32 ) $ ( 0.56 )

Net income attributable to common stockholders of Live Nation $ 243,411 $ 297,970 $ 266,614 $ 243,495

Basic net income per common share available to common stockholders of Live Nation $ 0.41 $ 1.05 $ 0.09 $ 0.48

Diluted net income per common share available to common stockholders of Live Nation $ 0.41 $ 1.03 $ 0.09 $ 0.48

Weighted average common shares outstanding:

Basic and diluted 231,220,841 229,471,184

Reconciliation to net income (loss) available to common stockholders of Live Nation:

Net income (loss) attributable to common stockholders of Live Nation $ 23,203 $ ( 54,475 )

Basic 231,845,412 229,921,527 231,534,852 229,696,356

Diluted 234,417,428 245,002,995 234,658,608 232,024,314

Reconciliation to net income available to common stockholders of Live Nation:

Net income attributable to common stockholders of Live Nation $ 243,411 $ 297,970 $ 266,614 $ 243,495

Accretion of redeemable noncontrolling interests ( 147,801 ) ( 57,325 ) ( 245,895 ) ( 132,435 )

Net loss available to common stockholders of Live Nation—basic and diluted

Net income available to common stockholders of Live Nation—basic

$ 95,610 $ 240,645 $ 20,719 $ 111,060

Convertible debt interest, net of tax — 10,790 — —

Net income available to common stockholders of Live Nation—diluted

$ 95,610 $ 251,435 $ 20,719 $ 111,060

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

Net income (loss) $ 46,302 $ ( 42,705 )

Other comprehensive income (loss), net of tax:

Net income $ 302,741 $ 376,228 $ 349,043 $ 333,523

Other comprehensive income, net of tax:

Unrealized gain (loss) on cash flow hedge 251 3,013 ( 1,253 ) 11,382

1 unchanged sentence

Foreign currency translation adjustments 131,723 ( 156,825 ) 190,815 ( 152,096 )

Comprehensive income (loss) 100,554 ( 34,337 )

Comprehensive income 431,155 217,654 531,709 183,317

Comprehensive income attributable to noncontrolling interests

59,330 78,258 82,429 90,028

Comprehensive income (loss) attributable to common stockholders of Live Nation

Comprehensive income attributable to common stockholders of Live Nation

$ 371,825 $ 139,396 $ 449,280 $ 93,289

5 unchanged sentences

(in thousands, except share data) (in thousands)

Balances at March 31, 2025 232,157,838 $ 2,322 $ 1,906,145 $ ( 1,514,747 ) $ ( 6,865 ) $ ( 280,860 ) $ 691,810 $ 797,805 $ 1,311,555

Non-cash and stock-based compensation — — 59,180 — — — — 59,180 —

Common stock issued under stock plans, net of shares withheld for employee taxes 166,614 1 ( 21,577 ) — — — — ( 21,576 ) —

Exercise of stock options 27,396 1 836 — — — — 837 —

Acquisitions — — — — — — 38,171 38,171 14,470

Purchases of noncontrolling interests — — ( 5,865 ) — — — ( 146,565 ) ( 152,430 ) ( 48,560 )

Redeemable noncontrolling interests fair value adjustments — — ( 150,326 ) — — — — ( 150,326 ) 150,485

Contributions received — — — — — — 6,652 6,652 —

Cash distributions — — — — — — ( 71,205 ) ( 71,205 ) ( 59,872 )

Other — — — — — — 624 624 ( 1,383 )

Comprehensive income (loss):

Net income — — — 243,411 — — 48,360 291,771 10,970

Unrealized gain on cash flow hedge — — — — — 251 — 251 —

Realized gain on cash flow hedge — — — — — ( 3,560 ) — ( 3,560 ) —

Foreign currency translation adjustments — — — — — 131,723 — 131,723 —

Balances at June 30, 2025 232,351,848 $ 2,324 $ 1,788,393 $ ( 1,271,336 ) $ ( 6,865 ) $ ( 152,446 ) $ 567,847 $ 927,917 $ 1,377,665

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Live Nation Stockholders’ Equity

Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

(in thousands, except share data) (in thousands)

Balances at December 31, 2024 231,295,639 $ 2,313 $ 2,059,746 $ ( 1,546,819 ) $ ( 6,865 ) $ ( 335,112 ) $ 645,730 $ 818,993 $ 1,126,302

15 unchanged sentences

Foreign currency translation adjustments — — — — — 190,815 — 190,815 —

Balances at June 30, 2025 232,351,848 $ 2,324 $ 1,788,393 $ ( 1,271,336 ) $ ( 6,865 ) $ ( 152,446 ) $ 567,847 $ 927,917 $ 1,377,665

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Live Nation Stockholders’ Equity

Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

(in thousands, except share data) (in thousands)

Balances at March 31, 2024 230,197,707 $ 2,302 $ 2,308,595 $ ( 2,497,581 ) $ ( 6,865 ) $ 35,818 $ 584,019 $ 426,288 $ 947,025

Non-cash and stock-based compensation — — 26,475 — — — — 26,475 —

Common stock issued under stock plans, net of shares withheld for employee taxes 151,235 2 ( 13,070 ) — — — — ( 13,068 ) —

Exercise of stock options 363,001 3 11,029 — — — — 11,032 —

Acquisitions — — — — — — 20,691 20,691 5,091

Purchases of noncontrolling interests — — ( 31,589 ) — — — ( 15,255 ) ( 46,844 ) 1,203

Redeemable noncontrolling interests fair value adjustments — — ( 60,681 ) — — — — ( 60,681 ) 60,851

Cash distributions — — — — — — ( 55,395 ) ( 55,395 ) ( 60,351 )

Other — — — — — — ( 1,344 ) ( 1,344 ) 21

Comprehensive income (loss):

Net income — — — 297,970 — — 61,524 359,494 16,734

Unrealized gain on cash flow hedge — — — — — 3,013 — 3,013 —

Realized gain on cash flow hedge — — — — — ( 4,762 ) — ( 4,762 ) —

Foreign currency translation adjustments — — — — — ( 156,825 ) — ( 156,825 ) —

Balances at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,199,611 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 508,074 $ 970,574

See Notes to Consolidated Financial Statements

2 unchanged sentences

Live Nation Stockholders’ Equity

Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

(in thousands, except share data) (in thousands)

10 unchanged sentences

Comprehensive income (loss):

Net income (loss) — — — ( 54,475 ) — — 9,762 ( 44,713 ) 2,008

Net income — — — 243,495 — — 71,286 314,781 18,742

Unrealized gain on cash flow hedge — — — — — 11,382 — 11,382 —

1 unchanged sentence

Foreign currency translation adjustments — — — — — ( 152,096 ) — ( 152,096 ) —

Balances at March 31, 2024 230,197,707 $ 2,302 $ 2,308,595 $ ( 2,497,581 ) $ ( 6,865 ) $ 35,818 $ 584,019 $ 426,288 $ 947,025

Balances at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,199,611 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 508,074 $ 970,574

See Notes to Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 46,302 $ ( 42,705 )

Net income $ 349,043 $ 333,523

Reconciling items:

8 unchanged sentences

Provision for uncollectible accounts receivable 13,539 ( 9,806 )

Gain on mark-to-market of investments in nonconsolidated affiliates and crypto assets ( 5,467 ) ( 89,840 )

Loss (Gain) on mark-to-market of investments in nonconsolidated affiliates and crypto assets 133 ( 100,153 )

Loss (Gain) on forward currency exchange contracts 31,584 ( 8,019 )

Other, net ( 9,730 ) ( 3,953 )

2 unchanged sentences

Increase in prepaid expenses and other assets ( 822,523 ) ( 646,147 )

Decrease in accounts payable, accrued expenses and other liabilities ( 545,945 ) ( 145,212 )

Increase in accounts payable, accrued expenses and other liabilities 225,791 430,886

Increase in deferred revenue 1,888,292 1,516,217

6 unchanged sentences

Cash paid for acquisition of right-of-use assets ( 20,800 ) —

Cash acquired from (paid for) acquisitions, net of cash paid (acquired) ( 31,346 ) 10,010

Purchases of intangible assets ( 5 ) ( 11,673 )

Cash paid for acquisitions, net of cash acquired ( 50,090 ) ( 17,579 )

Proceeds from sale of intangible assets 20,040 —

Other, net 8,495 2,139

44 unchanged sentences

We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding.

As of March 31, 2025 and December 31, 2024, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 904 million and $ 840 million of assets and $ 611 million and $ 578 million of liabilities, respectively, related to VIEs included in our balance sheets.

As of June 30, 2025 and December 31, 2024, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 1.0 billion and $ 839.9 million of assets and $ 775.7 million and $ 577.6 million of liabilities, respectively, related to VIEs included in our balance sheets.

None of our VIEs are significant on an individual basis.

2 unchanged sentences

The carrying amount of our cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.

Included in the March 31, 2025 and December 31, 2024 cash and cash equivalents balance is $ 1.6 billion and $ 1.6 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients.

We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to our clients on a regular basis, though we may do so from time to time.

Included in the June 30, 2025 and December 31, 2024 cash and cash equivalents balance is $ 1.7 billion and $ 1.6 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients.

These amounts due to our clients are included in accounts payable, client accounts.

32 unchanged sentences

Property, plant and equipment includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements, along with the renewal and improvement of existing venues and technology systems, web development and administrative offices.

For certain projects with significant expected costs and an extended construction period, we capitalize interest.

For the six months ended June 30, 2025, we recorded $ 6.4 million of capitalized interest.

Property, plant and equipment, net consisted of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

7 unchanged sentences

Definite-lived Intangible Assets

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the three months ended March 31, 2025:

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2025:

contracts Client /

relationships Venue management Trademarks

rights Technology and other (1)

relationships Venue

management Trademarks

and naming rights Technology

and other (1)

(in thousands)

16 unchanged sentences

Net change 23,275 ( 16,297 ) ( 5,324 ) 53,256 ( 5,186 ) 49,724

Balance as of March 31, 2025:

Balance as of June 30, 2025:

Gross carrying amount

6 unchanged sentences

(2) Other primarily includes netdowns of fully amortized or impaired assets as well as mark-to-market adjustments of crypto assets.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisition of an artist management business located in Latin America.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of an artist management business and a concert promotion business, both located in Latin America, as well as a festival promotion business located in Europe.

The 2025 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:

2 unchanged sentences

Client/vendor relationships 7

Trademarks and naming rights 5

Venue management 5

All categories 7

Amortization of definite-lived intangible assets for the three months ended March 31, 2025 and 2024 was $ 60.0 million and $ 62.0 million, respectively.

Amortization of definite-lived intangible assets for the three months ended June 30, 2025 and 2024 was $ 64.7 million and $ 61.7 million, respectively, and for the six months ended June 30, 2025 and 2024 was $ 124.7 million and $ 123.7 million, respectively.

As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary.

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the three months ended March 31, 2025:

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the six months ended June 30, 2025:

Concerts Ticketing Sponsorship

8 unchanged sentences

Foreign exchange 32,904 30,870 27,700 91,474

Balance as of March 31, 2025:

Balance as of June 30, 2025:

Goodwill 1,602,709 995,921 657,651 3,256,281

1 unchanged sentence

Net $ 1,167,346 $ 995,921 $ 657,651 $ 2,820,918

Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisitions of an artist management business located in Latin America and a venue management business located in Europe.

Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisitions of an artist management business and a concert promotion business, both located in Latin America, as well as a concert and festival promotion business located in Europe.

We are in various stages of finalizing our acquisition accounting for recent acquisitions, which may include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and our allocation between segments.

Investments in Nonconsolidated Affiliates

At March 31, 2025 and December 31, 2024, we had investments in nonconsolidated affiliates of $ 493.6 million and $ 504.2 million, respectively, included in other long-term assets on our consolidated balance sheets.

At June 30, 2025 and December 31, 2024, we had investments in nonconsolidated affiliates of $ 483.5 million and $ 504.2 million, respectively, included in other long-term assets on our consolidated balance sheets.

NOTE 3— LEASES

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

6 unchanged sentences

Supplemental cash flow information for our operating leases is as follows:

Three Months Ended

Six Months Ended

(in thousands)

1 unchanged sentence

Lease assets obtained in exchange for lease obligations, net of terminations $ 157,038 $ 54,947

As of March 31, 2025, we have additional operating leases that have not yet commenced, with total lease payments of $ 694.6 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2025 to June 2030 with lease terms ranging from 7 to 39 years.

As of June 30, 2025, we have additional operating leases that have not yet commenced, with total lease payments of $ 872.4 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from August 2025 to June 2030, with lease terms ranging from 7 to 39 years.

NOTE 4— LONG-TERM DEBT

Long-term debt, which includes finance leases, consisted of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

13 unchanged sentences

current portion (1)

1,485,353 260,901

Total long-term debt, net $ 4,990,995 $ 6,177,168

__________________

(1) As of June 30, 2025, the current portion includes the full principal amount of the 3.125 % convertible senior notes due 2029 (the “2029 Notes”) as, in accordance with the 2029 Notes indenture, the closing price of our common stock achieved specified targets during the three months ended June 30, 2025, which gives the holders of the 2029 Notes the option to surrender all or any portion of the 2029 Notes.

The Company can elect to settle any surrendered 2029 Notes with common stock and/or cash.

The surrender window is currently from July 1, 2025 through September 30, 2025 and may be extended at each quarter end thereafter depending on our future stock price.

All debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above.

See Note 5 – Fair Value Measurements for discussion of the fair value measurement of our debt.

As of March 31, 2025, other debt includes $ 275.0 million for a note due in 2026 related to an acquisition of a venue in the United States during the first quarter of 2023 and $ 125.0 million for a Euro denominated note due in 2025.

As of June 30, 2025, other debt includes $ 275.0 million for a note due in 2026 related to an acquisition of a venue in the United States during the first quarter of 2023 and $ 135.3 million for a Euro denominated note due in 2025.

Debt Extinguishment

On February 18, 2025, we utilized $ 84.8 million of our existing cash balance to repay the remaining aggregate principal amount of the 2.0 % convertible senior notes due February 2025 plus accrued interest and we issued 182,560 shares of common stock to the convertible holders.

On February 18, 2025, we utilized $ 84.8 million of our existing cash balance to repay the remaining aggregate principal amount of our 2.0 % convertible senior notes due February 2025 plus accrued interest and we issued 182,560 shares of common stock to holders as a result of conversion.

NOTE 5— FAIR VALUE MEASUREMENTS

1 unchanged sentence

Estimated Fair Value

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Level 1 Level 2 Total Level 1 Level 2 Total

4 unchanged sentences

Interest rate swaps — 17,481 17,481 — 29,251 29,251

Forward currency contracts — 3,072 3,072 — 9,462 9,462

Total $ 68,933 $ 20,553 $ 89,486 $ — $ 38,713 $ 38,713

Forward currency contracts $ — $ 25,574 $ 25,574 $ — $ 380 $ 380

Total $ — $ 25,574 $ 25,574 $ — $ 380 $ 380

___________________

4 unchanged sentences

The fair value for our interest rate swaps are based upon inputs corroborated by observable market data with similar tenors.

Fair values for forward currency contracts are based on observable market transactions of spot and forward rates.

Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs.

2 unchanged sentences

Estimated Fair Value at

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands)

8 unchanged sentences

___________________

(1) During the three months ended March 31, 2025, we repurchased the remaining aggregate principal amount.

(1) During the six months ended June 30, 2025, we repurchased the remaining aggregate principal amount.

Refer to Note 4 – Long-Term Debt for further discussion.

1 unchanged sentence

Non-recurring

For the three months ended March 31, 2025, there were no significant non-recurring fair value measurements.

For the three months ended March 31, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $ 31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $ 32.6 million, as a component of other income, net.

For the six months ended June 30, 2025, there were no significant non-recurring fair value measurements.

For the six months ended June 30, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $ 31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $ 32.6 million, as a component of other income, net.

To calculate the gain on the investment, we remeasured the investment to fair value of $ 142.2 million using an observable price from orderly transactions for a similar investment of the same issuer.

We remeasured the warrant to fair value of $ 52.6 million using an option pricing model.

For the three months ended March 31, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $ 24.3 million, as a component of other income, net.

For the six months ended June 30, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $ 24.4 million, as a component of other income, net.

The gain was related to the acquisition of a controlling interest in a concert business, which was previously accounted for as an equity-method investment.

26 unchanged sentences

From time to time, we are involved in other legal proceedings arising in the ordinary course of our business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause us to incur significant expenses.

We have also been the subject of personal injury and wrongful death claims relating to accidents at our venues in connection with our operations.

We have also been the subject of personal injury and wrongful death claims relating to accidents at certain venues in connection with our operations.

As required, we have accrued our estimate of the probable settlement or other losses for the resolution of any outstanding claims.

3 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the three months ended March 31, 2025:

Cash Flow Hedge Foreign Currency Items Total

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2025:

Cash Flow Hedge Cumulative Foreign Currency Translation Adjustments Total

(in thousands)

3 unchanged sentences

Amount reclassified from AOCI ( 6,896 ) — ( 6,896 )

Net other comprehensive loss ( 4,840 ) 59,092 54,252

Balance at March 31, 2025 $ 16,678 $ ( 297,538 ) $ ( 280,860 )

Net other comprehensive income (loss) ( 8,149 ) 190,815 182,666

Balance at June 30, 2025 $ 13,369 $ ( 165,815 ) $ ( 152,446 )

Earnings Per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

The calculation of diluted net income (loss) per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of our convertible senior notes, where dilutive.

For the three months ended March 31, 2025 and 2024, there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net loss per common share.

Basic net income per common share is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period.

The calculation of diluted net income per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of our convertible senior notes, where dilutive.

The following table sets forth the computation of weighted average common shares outstanding:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Weighted average common shares—basic 231,845,412 229,921,527 231,534,852 229,696,356

Effect of dilutive securities:

Stock options and restricted stock 2,572,016 2,076,808 2,930,952 2,327,958

Convertible senior notes — 13,004,660 192,804 —

Weighted average common shares—diluted 234,417,428 245,002,995 234,658,608 232,024,314

The following table shows securities excluded from the calculation of diluted net income per common share because such securities are anti-dilutive:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Options to purchase shares of common stock — 3,750 — 3,750

2 unchanged sentences

Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 16,134,750 2,468,535 16,134,750 15,751,720

Transactions with Noncontrolling Interest Partners

During the three months ended June 30, 2025, we paid $ 122.2 million to purchase a portion of the noncontrolling interest in certain subsidiaries in Europe.

NOTE 8— SEGMENTS AND REVENUE RECOGNITION

11 unchanged sentences

We have not identified any segment expenses that are considered significant and segment expenses are not regularly provided to the CODM.

Other segments items are direct operating expenses and selling, general and administrative expenses (excluding acquisition expenses, amortization of non-recoupable ticketing contract advance, Astroworld estimated loss contingencies and stock-based compensation expense) which is the difference between each operating segment’s revenue and AOI.

The following table presents the results of operations for our reportable segments for the three months ended March 31, 2025 and 2024:

Other segments items are direct operating expenses and selling, general and administrative expenses (excluding acquisition expenses, amortization of non-recoupable ticketing contract advance, Astroworld estimated loss contingencies and stock-based compensation expense) which represents the difference between each operating segment’s revenue and AOI.

The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2025 and 2024:

Concerts Ticketing Sponsorship

1 unchanged sentence

(in thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Revenue $ 5,946,377 $ 742,696 $ 340,561 $ ( 22,993 ) $ — $ 7,006,641

3 unchanged sentences

Intersegment revenue $ 17,257 $ 5,983 $ ( 247 ) $ ( 22,993 ) $ — $ —

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Revenue $ 4,987,039 $ 730,677 $ 312,234 $ ( 6,534 ) $ — $ 6,023,416

3 unchanged sentences

Intersegment revenue $ 2,278 $ 4,124 $ 132 $ ( 6,534 ) $ — $ —

The following table sets forth the reconciliation of consolidated AOI to operating income for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Six Months Ended June 30, 2025

Revenue $ 8,430,453 $ 1,437,368 $ 556,627 $ ( 35,690 ) $ — $ 10,388,758

% of Consolidated Revenue 81.1 % 13.8 % 5.4 % (0.3) %

Other Segment Items $ 8,065,200 $ 894,216 $ 193,075 $ ( 23,092 ) $ 119,885 $ 9,249,284

AOI $ 365,253 $ 543,152 $ 363,552 $ ( 12,598 ) $ ( 119,885 ) $ 1,139,474

Intersegment revenue $ 25,464 $ 10,226 $ — $ ( 35,690 ) $ — $ —

Six Months Ended June 30, 2024

Revenue $ 7,866,414 $ 1,453,855 $ 523,511 $ ( 20,835 ) $ — $ 9,822,945

% of Consolidated Revenue 80.1 % 14.8 % 5.3 % (0.2) %

Other Segment Items $ 7,597,531 $ 877,207 $ 170,914 $ ( 5,455 ) $ 104,010 $ 8,744,207

AOI $ 268,883 $ 576,648 $ 352,597 $ ( 15,380 ) $ ( 104,010 ) $ 1,078,738

Intersegment revenue $ 12,403 $ 8,257 $ 175 $ ( 20,835 ) $ — $ —

The following table sets forth the reconciliation of consolidated AOI to operating income for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(in thousands)

6 unchanged sentences

Stock-based compensation expense 61,547 28,336 86,097 59,738

Operating income (loss) $ 114,769 $ ( 41,390 )

Operating income $ 486,653 $ 465,819 $ 601,422 $ 424,429

Contract Advances

At March 31, 2025 and December 31, 2024, we had ticketing contract advances of $ 130.9 million and $ 158.1 million, respectively, recorded in prepaid expenses and $ 142.6 million and $ 128.9 million, respectively, recorded in long-term advances on the consolidated balance sheets.

At June 30, 2025 and December 31, 2024, we had ticketing contract advances of $ 159.7 million and $ 158.1 million, respectively, recorded in prepaid expenses and $ 140.8 million and $ 128.9 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At March 31, 2025, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.6 billion of revenue related to future benefits to be provided by us.

At June 30, 2025, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.5 billion of revenue related to future benefits to be provided by us.

We expect to recognize, based on current projections, approximately 26 %, 35 %, 21 % and 18 % of this revenue in the remainder of 2025, 2026, 2027 and thereafter, respectively.

2 unchanged sentences

Deferred revenue that is not expected to be recognized within the next twelve months is classified as long-term and reflected in other long-term liabilities on the consolidated balance sheets.

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three months ended March 31, 2025 and 2024:

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

4 unchanged sentences

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 1. Financial Statements