What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-21 · 279 added, 391 removed, 1182 unchanged (36% of the section changed)

23 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Goodwill impairment assessment

Description of the Matter As discussed in Note 1 to the consolidated financial statements, management conducts a goodwill impairment assessment annually, and when events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value.

For one reporting unit with goodwill of $337 million, the Company performed a quantitative assessment as part of their annual impairment assessment as of October 1, 2024.

No goodwill impairment charges were recorded for the year ended December 31, 2024.

Auditing the Company’s annual goodwill impairment test was complex due to the significant judgment in estimating the fair value of the reporting unit when a quantitative assessment of fair value is performed.

In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average cost of capital and projected margins, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the significant assumptions described above and testing the completeness and accuracy of the underlying data the Company used in its analyses.

For example, we compared the projected margins used in the valuation to actual historical, current industry and economic trends and assessed the historical accuracy of management’s estimates.

With the assistance of our internal valuation specialists, we also developed an independent range for the weighted average cost of capital and compared it to the weighted average cost of capital determined by management.

We performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

Description of the Matter As disclosed in Note 9 to the consolidated financial statements, the Company is subject to income taxes in jurisdictions, both domestic and foreign, which affect the Company’s provision for income taxes.

The Company earns a significant amount of its operating income in certain foreign jurisdictions and the provision for foreign income taxes of $277 million for the year ended December 31, 2025, is an estimate based on management’s understanding of current enacted tax legislation and tax rates in each tax jurisdiction.

As the Company operates in a multinational tax environment and incurs income tax obligations in a number of jurisdictions, complexities and uncertainties can arise in the application of tax legislation.

Auditing management’s calculation of the provision for foreign income taxes was complex because it required an assessment of the Company’s application of tax laws in multiple jurisdictions.

The assessment of tax positions involves the evaluation and application of complex statutes and regulations which are subject to legal and factual interpretation.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to the Company’s foreign income tax provision.

For example, we tested management’s controls over the foreign income tax provisions, including return to provision reconciliations, and the evaluation of permanent and temporary differences within foreign jurisdictions.

To test the Company’s provision for foreign income taxes and to address the risks associated with the complexity of the Company’s foreign tax structure, we performed audit procedures that included, among others, evaluating the Company’s determination of the income tax impact of the tax laws in foreign jurisdictions.

We used our tax professionals to assist in evaluating the provision for foreign income taxes including the application of relevant foreign tax laws to management’s calculations and tax positions.

Additionally, we tested the tax impact of permanent and temporary differences, and tested return to provision reconciliations.

/s/ Ernst & Young LLP

10 unchanged sentences

Prepaid expenses 1,453,732 1,247,184

Restricted cash 10,685 7,090

Other current assets 417,405 200,213

12 unchanged sentences

Accounts payable, client accounts $ 1,941,389 $ 1,859,678

Accounts payable 242,978 267,493

Accrued expenses 3,057,334 3,030,812

Accrued expenses and accounts payable 3,555,811 3,300,312

Deferred revenue 4,461,959 3,721,092

Current portion of long-term debt, net 587,630 260,901

Current portion of operating lease liabilities 153,406 158,421

Other current liabilities 482,061 216,297

18 unchanged sentences

Cost of shares held in treasury ( 30,396 ) ( 6,865 )

Accumulated other comprehensive income (loss) ( 335,112 ) 27,450

Accumulated other comprehensive loss ( 114,872 ) ( 335,112 )

Total Live Nation stockholders' equity 271,007 173,263

7 unchanged sentences

2025 2024 2023

As Revised As Revised

(in thousands except share and per share data)

17 unchanged sentences

Net income attributable to common stockholders of Live Nation $ 495,972 $ 896,287 $ 556,893

Basic net income per common share available to common stockholders of Live Nation $ 2.77 $ 1.35 $ 0.53

Diluted net income per common share available to common stockholders of Live Nation

Basic net income (loss) per common share available to common stockholders of Live Nation $ ( 0.24 ) $ 2.77 $ 1.35

Diluted net income (loss) per common share available to common stockholders of Live Nation

$ ( 0.24 ) $ 2.74 $ 1.34

2 unchanged sentences

Diluted 231,844,300 236,352,449 230,977,326

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

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

Net income attributable to common stockholders of Live Nation $ 495,972 $ 896,287 $ 556,893

Accretion of redeemable noncontrolling interests ( 550,801 ) ( 258,076 ) ( 247,438 )

Net income available to common stockholders of Live Nation—basic $ 638,211 $ 309,455 $ 119,670

Net income (loss) available to common stockholders of Live Nation—basic $ ( 54,829 ) $ 638,211 $ 309,455

Convertible debt interest, net of tax — 9,187 —

Net income available to common stockholders of Live Nation—diluted

Net income (loss) available to common stockholders of Live Nation—diluted

$ ( 54,829 ) $ 647,398 $ 309,455

4 unchanged sentences

2025 2024 2023

As Revised As Revised

(in thousands)

1 unchanged sentence

Other comprehensive income, net of tax:

Unrealized gain on cash flow hedge 10,529 5,225 49,529

Realized loss (gain) on cash flow hedge ( 18,361 ) ( 17,158 ) 312

Unrealized gain (loss) on cash flow hedge ( 820 ) 10,529 5,225

Realized gain on cash flow hedge ( 16,826 ) ( 18,361 ) ( 17,158 )

Foreign currency translation adjustments 237,886 ( 354,730 ) 129,459

19 unchanged sentences

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

Revised Balances at December 31, 2021 221,964,734 $ 2,220 $ 2,897,695 $ ( 3,326,961 ) $ ( 6,865 ) $ ( 152,800 ) $ 394,197 $ ( 192,514 ) $ 547,338

Cumulative effect of change in accounting principle — — ( 95,986 ) 60,522 — — — ( 35,464 ) —

Balances at December 31, 2022 228,498,102 $ 2,285 $ 2,698,316 $ ( 2,999,999 ) $ ( 6,865 ) $ ( 90,076 ) $ 461,366 $ 65,027 $ 660,119

Non-cash and stock-based compensation 58 — 110,021 — — — — 110,021 —

1 unchanged sentence

Exercise of stock options 890,566 9 19,255 — — — — 19,264 —

Repurchase of 2.5% convertible senior notes due 2023 156,750 2 ( 27,327 ) — — — — ( 27,325 ) —

Capped call transactions for 3.125% convertible senior notes due 2029 — — ( 75,500 ) — — — — ( 75,500 ) —

Acquisitions — 129,700 129,700 47,375

Purchases of noncontrolling interests — — ( 100,940 ) — — — ( 35,549 ) ( 136,489 ) ( 11,402 )

Sales of noncontrolling interests — — — — — — ( 336 ) ( 336 ) —

Redeemable noncontrolling interests fair value adjustments — — ( 246,421 ) — — — — ( 246,421 ) 246,421

5 unchanged sentences

Unrealized gain on cash flow hedge — — — — — 5,225 — 5,225 —

Realized loss on cash flow hedge — — — — — 312 — 312

Realized gain on cash flow hedge — — — — — ( 17,158 ) — ( 17,158 ) —

Foreign currency translation adjustments — — — — — 129,459 — 129,459 —

Revised Balances at December 31, 2022 228,498,102 2,285 2,698,316 ( 2,999,999 ) ( 6,865 ) ( 90,076 ) 461,366 65,027 660,119

Balances at December 31, 2023 229,785,241 $ 2,298 $ 2,367,918 $ ( 2,443,106 ) $ ( 6,865 ) $ 27,450 $ 604,305 $ 552,000 $ 859,930

Non-cash and stock-based compensation — — 109,986 — — — — 109,986 —

2 unchanged sentences

Repurchase of 2.0% convertible senior notes due 2025 — — ( 94,033 ) — — — — ( 94,033 ) —

Capped call transactions for 3.125% convertible senior notes due 2029 — — ( 75,500 ) — — — — ( 75,500 ) —

Acquisitions — — — — — — 56,295 56,295 45,357

9 unchanged sentences

Foreign currency translation adjustments — — — — — ( 354,730 ) — ( 354,730 ) —

Revised Balances at December 31, 2023 229,785,241 2,298 2,367,918 ( 2,443,106 ) ( 6,865 ) 27,450 604,305 552,000 859,930

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

Cumulative effect of change in accounting principle — — — 8,869 — — — 8,869 $ —

Non-cash and stock-based compensation — — 156,963 — — — — 156,963 —

2 unchanged sentences

Repurchase of 2.0% convertible senior notes due 2025 182,560 2 ( 4 ) — — — — ( 2 ) —

Common stock repurchases 166,107 2 ( 27,458 ) — ( 23,531 ) — — ( 50,987 ) —

Acquisitions — — — — — — 135,335 135,335 92,554

6 unchanged sentences

Net income — — — 495,972 — — 140,656 636,628 54,112

Unrealized gain on cash flow hedge — — — — — 10,529 — 10,529 —

Unrealized loss on cash flow hedge — — — — — ( 820 ) — ( 820 ) —

Realized gain on cash flow hedge — — — — — ( 16,826 ) — ( 16,826 ) —

6 unchanged sentences

2025 2024 2023

As Revised As Revised

(in thousands)

3 unchanged sentences

Depreciation 374,301 300,003 266,590

Amortization of definite-lived intangibles and indefinite-lived intangibles impairment loss 249,920 250,207 224,206

Amortization of definite-lived intangibles 264,571 249,920 250,207

Amortization of non-recoupable ticketing contract advances 88,386 88,717 83,693

1 unchanged sentence

Amortization of debt issuance costs and discounts 20,244 17,794 16,884

Provision for uncollectible accounts and loans receivable 1,002 78,336 68,612

Provision for uncollectible accounts receivable 30,784 1,002 78,336

Loss on extinguishment of debt 780 2,563 18,504

2 unchanged sentences

Equity in losses of nonconsolidated affiliates, net of distributions 23,227 32,371 30,522

Gain on mark-to-market of investments in nonconsolidated affiliates ( 102,929 ) ( 47,878 ) ( 22,638 )

(Gain) loss on forward currency exchange contracts ( 15,393 ) 5,635 927

Gain on mark-to-market of investments in nonconsolidated affiliates and crypto assets ( 12,112 ) ( 102,929 ) ( 47,878 )

Gain on sale of operating and fixed assets ( 20,979 ) ( 7,887 ) ( 2,955 )

Other, net ( 3,052 ) ( 18,665 ) ( 9,533 )

2 unchanged sentences

Increase in prepaid expenses and other assets ( 343,315 ) ( 22,192 ) ( 202,834 )

Increase in accounts payable, accrued expenses and other liabilities 13,782 450,370 1,028,172

Increase (decrease) in accrued expenses, accounts payable and other liabilities ( 138,407 ) 13,782 450,370

Increase in deferred revenue 341,868 478,085 140,917

3 unchanged sentences

Collections of notes receivable 22,855 52,303 17,057

Disposal of operating assets, net of cash sold 25,536 7,373 1,479

Investments made in nonconsolidated affiliates ( 38,984 ) ( 45,683 ) ( 54,922 )

3 unchanged sentences

Purchases of intangible assets ( 7,832 ) ( 8,522 ) ( 36,653 )

Proceeds from sale of investments in nonconsolidated affiliates 19,594 1,524 3,863

Proceeds (cash derecognized) from sale of investments in nonconsolidated affiliates ( 1,363 ) 19,594 1,524

Other, net 13,485 4,808 13,649

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from long-term debt, net of debt issuance costs 1,671,842 1,061,026 122,251

Payments on long-term debt including extinguishment costs ( 1,959,725 ) ( 730,643 ) ( 45,792 )

Proceeds from debt, net of debt issuance costs 3,714,432 1,671,842 1,061,026

Payments on debt including extinguishment costs ( 2,049,287 ) ( 1,959,725 ) ( 730,643 )

Contributions from noncontrolling interests 34,578 3,000 19,602

4 unchanged sentences

Taxes paid for net share settlement of equity awards ( 126,691 ) ( 59,756 ) ( 9,484 )

Common stock repurchases ( 23,531 ) — —

Payments for deferred and contingent consideration ( 11,785 ) ( 23,733 ) ( 17,757 )

Other, net ( 1,660 ) ( 715 ) ( 402 )

Net cash used in financing activities ( 658,550 ) ( 87,281 ) ( 143,340 )

Net cash provided by (used in) financing activities 406,507 ( 658,550 ) ( 87,281 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 425,504 ( 345,191 ) 38,874

Net (decrease) increase in cash, cash equivalents and restricted cash ( 132,847 ) 618,762 732,402

Net increase (decrease) in cash, cash equivalents and restricted cash 1,000,877 ( 132,847 ) 618,762

Cash, cash equivalents and restricted cash at beginning of period 6,106,109 6,238,956 5,620,194

2 unchanged sentences

Cash paid during the year for:

Interest, net of interest income $ 131,234 $ 57,367 $ 180,878

Interest, net of interest income and capitalized interest $ 118,638 $ 132,758 $ 57,367

Income taxes, net of refunds $ 313,038 $ 253,652 $ 175,148

16 unchanged sentences

Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoters’ share of tickets in allocation markets.

We record these ticket sales as revenue when the event occurs.

We record ticket sales related to owned and operated venues as revenue when the event occurs.

Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year.

29 unchanged sentences

Included in the December 31, 2025 and 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.

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

73 unchanged sentences

If any reporting units are concluded to be more likely than not impaired, or if that conclusion cannot be determined qualitatively, a second step is performed for that reporting unit utilizing a quantitative approach.

For the year ended December 31, 2025, as part of our annual test for impairment, all of our reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

For the year ended December 31, 2024, as part of a refresh of the fair values of reporting units, as of July 1, 2024, three of our reporting units were assessed under quantitative analysis to support future qualitative evaluation.

As of October 1, as required by our policy to perform goodwill tests annually as of October 1, 2024 these three reporting units were also assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

As of October 1, 2024, as required by our policy to perform goodwill tests annually, these three reporting units were also assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

As of October 1, 2024, the remaining three reporting units with goodwill were assessed under quantitative analysis to support future qualitative evaluation.

All of our reporting units assessed under the quantitative analysis primarily used a discounted cash flows methodology, with a lesser weighting attributed to the market multiple approach.

The discounted cash flows methodology estimates fair value by discounting the reporting unit’s estimated future cash flows using a weighted-average cost of capital that reflects current market

conditions and the risk profile of the reporting unit.

The discounted cash flows methodology estimates fair value by discounting the reporting unit’s estimated future cash flows using a weighted-average cost of capital that reflects current market conditions and the risk profile of the reporting unit.

Under the market multiple approach, the estimated fair value of the reporting unit was estimated by applying market multiples derived from stock prices of companies that are engaged in the same or similar lines of business as the reporting unit and that are actively traded on a free and open market.

2 unchanged sentences

The remaining reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

For the year ended December 31, 2022, as part of our annual test for impairment, all of our reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

No impairment charges were recorded for the years ended December 31, 2025, 2024 and 2023.

22 unchanged sentences

We treat the taxes due on future Global Intangible Low-Taxed Income (“GILTI”) inclusions in United States taxable income as a current-period expense when incurred.

The One Big Beautiful Bill Act (the “Act”) was enacted on July 4, 2025.

The Act makes key elements of the Tax Cuts and Jobs Act permanent, including 100% bonus depreciation, domestic research cost expensing, the business interest expense limitation and makes modifications to the international tax framework.

The financial reporting implications of the Act were recorded in the income tax provision for the year ended December 31, 2025.

Revenue Recognition

11 unchanged sentences

The determination of whether we act as a principal or an agent in a transaction is based on an evaluation of whether we have control of the good or service before it is transferred to the customer.

Our Ticketing segment’s revenue, which primarily consists of service fees from its ticketing operations, is recorded net of the face value of the ticket as we generally act as an agent in these transactions.

Our Ticketing segment’s revenue, which primarily consists of service fees from its ticketing operations, is recorded net of the face value of the ticket as well as the portion of the service fee paid to the venue as we generally act as an agent in these transactions.

Business Interruption Insurance Recovery

8 unchanged sentences

Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally.

For the years ended December 31, 2025 and December 31, 2023, we recorded net foreign currency transaction losses of $ 61.1 million and $ 74.5 million, respectively.

For the year ended December 31, 2024, we recorded net foreign currency transaction gains of $ 14.7 million.

For the years ended December 31, 2023 and December 31, 2022 , we recorded net foreign currency transaction los ses of $ 74.5 million and $ 55.8 million, respectively.

Advertising Expense

3 unchanged sentences

However, all advertising costs incurred during the year and not previously recognized are expensed at the end of the year.

Advertising expenses of $ 750.9 million, $ 706.2 million and $ 588.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, were recorded as a component of direct operating expenses.

Advertising expenses of $ 54.6 million, $ 47.7 million and $ 32.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, were recorded as a component of selling, general and administrative expenses.

For the years ended December 31, 2025, 2024 and 2023, advertising expenses of $ 731.6 million, $ 750.9 million and $ 706.2 million , respectively, were recorded as a component of direct operating expenses.

For the years ended December 31, 2025, 2024 and 2023, advertising expenses of $ 59.8 million, $ 54.6 million and $ 47.7 million, respectively, were recorded as a component of selling, general and administrative expenses.

Direct Operating Expenses

1 unchanged sentence

These costs are primarily variable in nature.

For the years ended December 31, 2024 and December 31, 2023, we reclassified certain software technology costs from selling, general and administrative expenses to direct operating expenses of $52.7 million and $40.2 million, respectively, all within our Ticketing segment, due to the variable nature of these expenses.

Selling, General and Administrative Expenses

22 unchanged sentences

Accounting Standards Updates (ASU)

In June 2022, the FASB issued ASU 2022-03, “ Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ,” which clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities.

We adopted this guidance on January 1, 2024.

In August 2023, the FASB issued ASU 2023-05, “Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement,” which requires joint ventures to initially measure all contributions received upon its formation at fair value.

We adopted this guidance prospectively for all joint venture formations with a formation date on or after January 1, 2025.

The adoption did not and is not expected to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ,” which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss.

We adopted this guidance as of January 1, 2024 for the year ended December 31, 2024 and retrospectively for the years ended December 31, 2023 and 2022, respectively.

The Company’s Chief Executive Officer is the CODM and evaluates the operating performance of the Company’s operating segments based on AOI.

The CODM uses segment AOI for evaluating performance of each segment and for making decisions on allocating capital and other resources to each segment.

We have not identified any segments 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 as shown in Note 12 – Segments and Revenue Recognition.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-08, "Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets," which requires measurement of crypto assets at fair value each reporting period with changes in fair value recognized on the income statement.

This guidance also requires disclosure on significant holdings, contractual sale restrictions and changes during the reporting period of crypto assets.

We adopted ASU 2023-08 on January 1, 2025 under the modified retrospective method and recorded a $ 8.9 million decrease to the opening balance of accumulated deficit and a corresponding increase to intangible assets.

We do not engage in speculative investment activities related to crypto assets.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which prescribes standardized categories and disaggregation of information in the reconciliation of provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements.

This guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted.

ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

The Company is currently evaluating the impact of adopting this guidance.

We prospectively adopted these disclosures for our annual reporting period ending December 31, 2025 within Note 9 – Income Taxes.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

The guidance is to be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this guidance.

NOTE 2— CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS

As previously disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, in calculating our income taxes for the three and nine months ended September 30, 2024, we identified errors in our previously issued financial statements for the years ended December 31, 2023 and December 31, 2022 related to the measurement of income tax expense for certain foreign subsidiaries statutory earnings.

These errors were non-cash items that had no impact to our cash paid for income taxes.

We assessed the materiality of these errors, using both quantitative and qualitative factors, in accordance with the SEC Staff Accounting Bulletin (“SAB”) No.

99 “Materiality” and SAB 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” codified in ASC 250 “Accounting Changes and Error Corrections” and concluded these errors (including when aggregated with other errors discussed below) were immaterial to all of the previously issued consolidated financial statements but, if corrected in the current year, would be material to the current year.

Under ASC 250, such prior‑year misstatements which, if corrected in the current year would be material to the current year, must be corrected by adjusting the prior‑year financial statements.

Correcting prior‑year financial statements for such immaterial errors does not require previously filed reports to be amended.

In addition to the errors related to the income tax provision as noted above, we recorded other errors to correct prior periods as presented below.

These errors were not previously recorded, as we concluded that they were immaterial individually and in aggregate to our previously issued consolidated financial statements.

The effects of the error corrections on our unaudited consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024, June 30, 2023 and March 31, 2023, as well as for the six months ended June 30, 2024 and June 30, 2023 are presented in the tables below.

There were no errors in our previously issued statements of cash flows that impacted net operating, investing and financing activities for the three months ended June 30, 2024 and March 31, 2024.

We have disclosed the effects of the error corrections on our previously issued financial statements for the three and nine months ended September 30, 2023 as well as our consolidated balance sheet as of December 31, 2023 in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024.

Furthermore, the effects of the error corrections on our consolidated statements of operations, comprehensive income (loss), and cash flows for the years ended December 31, 2023 and December 31, 2022 are also presented in the tables below.

The consolidated statements of stockholders’ equity for the years ended December 31, 2023 and December 31, 2022 have also been revised to reflect the impacts to net earnings and redeemable noncontrolling interests.

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended March 31, 2024 and for the six months ended June 30, 2024.

There was no revision for the three months ended June 30, 2024.

Three Months Ended March 31, 2024 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

As Reported Adjustments As Revised As Reported As Revised

(unaudited, in thousands except per share data)

Direct operating expenses $ 2,646,457 $ 4,883 $ 2,651,340 $ 4,408,209 $ 7,059,549

Operating income (loss) ( 36,507 ) ( 4,883 ) ( 41,390 ) 465,819 424,429

Income (loss) before income taxes 3,197 ( 4,883 ) ( 1,686 ) 456,392 454,706

Income tax expense 35,414 5,605 41,019 80,164 121,183

Net income (loss) ( 32,217 ) ( 10,488 ) ( 42,705 ) 376,228 333,523

Net income attributable to noncontrolling interests 14,516 ( 2,746 ) 11,770 78,258 90,028

Net income (loss) attributable to common stockholders of Live Nation ( 46,733 ) ( 7,742 ) ( 54,475 ) 297,970 243,495

Basic net income (loss) per common share available to common stockholders of Live Nation ( 0.53 ) ( 0.03 ) ( 0.56 ) 1.05 0.48

Diluted net income (loss) per common share available to common stockholders of Live Nation ( 0.53 ) ( 0.03 ) ( 0.56 ) 1.03 0.48

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income (loss) for the three months ended March 31, 2024 and for the six months ended June 30, 2024.

There was no revision for the three months ended June 30, 2024.

Three Months Ended March 31, 2024 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

As Reported Adjustments As Revised As Reported As Revised

(unaudited, in thousands)

Net income (loss) $ ( 32,217 ) $ ( 10,488 ) $ ( 42,705 ) $ 376,228 $ 333,523

Comprehensive income (loss) ( 23,849 ) ( 10,488 ) ( 34,337 ) 217,654 183,317

Comprehensive income attributable to noncontrolling interests 14,516 ( 2,746 ) 11,770 78,258 90,028

Comprehensive income (loss) attributable to common stockholders of Live Nation ( 38,365 ) ( 7,742 ) ( 46,107 ) 139,396 93,289

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended March 31, 2023, June 30, 2023 and for the six months ended June 30, 2023:

Three Months Ended March 31, 2023 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

As Reported Adjustments As Revised As Reported Adjustments As Revised As Revised

(unaudited, in thousands except per share data)

Revenue $ 3,127,390 $ ( 2,831 ) $ 3,124,559 $ 5,630,723 $ ( 2,209 ) $ 5,628,514 $ 8,753,073

Direct operating expenses 2,115,589 8,793 2,124,382 4,164,778 2,563 4,167,341 6,291,723

Operating income 142,776 ( 11,624 ) 131,152 386,371 ( 4,772 ) 381,599 512,751

Income before income taxes 68,032 ( 11,624 ) 56,408 372,985 ( 4,772 ) 368,213 424,621

Income tax expense 23,840 — 23,840 41,648 11,313 52,961 76,801

Net income 44,192 ( 11,624 ) 32,568 331,337 ( 16,085 ) 315,252 347,820

Net income attributable to noncontrolling interests 47,361 ( 13,120 ) 34,241 37,655 7,577 45,232 79,473

Net income (loss) attributable to common stockholders of Live Nation ( 3,169 ) 1,496 ( 1,673 ) 293,682 ( 23,662 ) 270,020 268,347

Basic net income (loss) per common share available to common stockholders of Live Nation ( 0.25 ) — ( 0.25 ) 1.04 ( 0.11 ) 0.93 0.69

Diluted net income (loss) per common share available to common stockholders of Live Nation ( 0.25 ) — ( 0.25 ) 1.02 ( 0.10 ) 0.92 0.68

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income for the three months ended March 31, 2023, June 30, 2023 and for the six months ended June 30, 2023:

Three Months Ended March 31, 2023 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

As Reported Adjustments As Revised As Reported Adjustments As Revised As Revised

(unaudited, in thousands)

Net income $ 44,192 $ ( 11,624 ) $ 32,568 $ 331,337 $ ( 16,085 ) $ 315,252 $ 347,820

Comprehensive income 116,843 ( 11,624 ) 105,219 408,015 ( 16,085 ) 391,930 497,149

Comprehensive income attributable to noncontrolling interests 47,361 ( 13,120 ) 34,241 37,655 7,577 45,232 79,473

Comprehensive income attributable to common stockholders of Live Nation 69,482 1,496 70,978 370,360 ( 23,662 ) 346,698 417,676

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the year ended December 31, 2023:

Year Ended December 31, 2023

As Reported Adjustments As Revised

(in thousands except per share data)

Revenue $ 22,749,073 $ ( 22,756 ) $ 22,726,317

Direct operating expenses 17,292,016 ( 41,486 ) 17,250,530

Operating income 1,066,203 18,730 1,084,933

Income before income taxes 894,544 18,730 913,274

Income tax expense 160,227 49,249 209,476

Net income 734,317 ( 30,519 ) 703,798

Net income attributable to noncontrolling interests 171,037 ( 24,132 ) 146,905

Net income attributable to common stockholders of Live Nation 563,280 ( 6,387 ) 556,893

Basic net income per common share available to common stockholders of Live Nation 1.38 ( 0.03 ) 1.35

Diluted net income per common share available to common stockholders of Live Nation 1.37 ( 0.03 ) 1.34

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income for the year ended December 31, 2023:

Year ended December 31, 2023

As Reported Adjustments As Revised

(in thousands)

Net income $ 734,317 $ ( 30,519 ) $ 703,798

Comprehensive income 851,843 ( 30,519 ) 821,324

Comprehensive income attributable to noncontrolling interests 171,037 ( 24,132 ) 146,905

Comprehensive income attributable to common stockholders of Live Nation 680,806 ( 6,387 ) 674,419

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of cash flow for the year ended December 31, 2023:

Year Ended December 31, 2023

As Reported Adjustments As Revised

(in thousands)

Net income $ 734,317 $ ( 30,519 ) $ 703,798

Increase in accounts receivable ( 550,670 ) 24,931 ( 525,739 )

Increase in accounts payable, accrued expenses and other liabilities 460,496 ( 10,126 ) 450,370

Increase in deferred revenue 133,023 7,894 140,917

Net cash provided by operating activities 1,370,794 ( 7,820 ) 1,362,974

Net increase in cash, cash equivalents and restricted cash 626,582 ( 7,820 ) 618,762

Cash, cash equivalents and restricted cash at beginning of period 5,612,374 7,820 5,620,194

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the year ended December 31, 2022:

Year Ended December 31, 2022

As Reported Adjustments As Revised

(in thousands except per share data)

Direct operating expenses $ 12,337,524 $ 10,087 $ 12,347,611

Operating income 732,118 ( 10,087 ) 722,031

Other expense, net 36,379 4,836 41,215

Income before income taxes 505,447 ( 14,923 ) 490,524

Income tax expense 96,254 19,687 115,941

Net income 409,193 ( 34,610 ) 374,583

Net income attributable to noncontrolling interests 113,207 ( 5,064 ) 108,143

Net income attributable to common stockholders of Live Nation 295,986 ( 29,546 ) 266,440

Basic net income per common share available to common stockholders of Live Nation 0.66 ( 0.13 ) 0.53

Diluted net income per common share available to common stockholders of Live Nation 0.64 ( 0.12 ) 0.52

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income for the year ended December 31, 2022:

Year Ended December 31, 2022

As Reported Adjustments As Revised

(in thousands)

Net income $ 409,193 $ ( 34,610 ) $ 374,583

Other comprehensive income, net of tax, foreign currency translation adjustments 8,047 4,836 12,883

Comprehensive income 467,081 ( 29,774 ) 437,307

Comprehensive income attributable to noncontrolling interests 113,207 ( 5,064 ) 108,143

Comprehensive income attributable to common stockholders of Live Nation 353,874 ( 24,710 ) 329,164

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of cash flow for the for the year ended December 31, 2022:

Year Ended December 31, 2022

As Reported Adjustments As Revised

(in thousands)

Net income $ 409,193 $ ( 34,610 ) $ 374,583

Increase in accounts receivable ( 463,977 ) 19,474 ( 444,503 )

Increase in accounts payable, accrued expenses and other liabilities 1,002,158 26,014 1,028,172

Increase in deferred revenue 367,617 ( 7,894 ) 359,723

Net cash provided by operating activities 1,832,063 2,984 1,835,047

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 179,450 ) 4,836 ( 174,614 )

Net increase in cash, cash equivalents and restricted cash 724,582 7,820 732,402

Cash, cash equivalents and restricted cash at end of period 5,612,374 7,820 5,620,194

We are currently evaluating this guidance and we expect the adoption will result in additional disclosures.

In September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract,” which expands Topic 815 scope exceptions to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract.

This guidance also clarifies how Topic 606 applies for share-based payments received as noncash consideration from customers.

This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted and is to be applied either prospectively to new contracts entered into on or after the date of adoption, or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of the beginning of the annual reporting period of adoption.

We are currently evaluating the impact of adopting this guidance and we do not expect the adoption to have a material impact on our consolidated financial statements.

NOTE 2—LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL

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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 year ended December 31, 2025, we recorded $ 24.0 million of capitalized interest.

Property, plant and equipment consisted of the following:

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Gross carrying amount:

Acquisitions and additions—current year 136,117 46,767 77,329 — 21,789 282,002

Acquisitions and additions—prior year ( 1,830 ) ( 6,681 ) ( 11 ) — — ( 8,522 )

Acquisitions and additions

current year 68,453 52,406 35,273 7,331 7,551 171,014

Acquisitions and additions

prior year 826 4,066 3 — — 4,895

Foreign exchange

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Gross carrying amount:

Acquisitions and additions—current year 68,453 52,406 35,273 7,331 7,551 171,014

Acquisitions and additions—prior year 826 4,066 3 — — 4,895

Acquisitions and additions

current year 52,409 203,456 22,529 2,241 20,934 301,569

Acquisitions and additions

prior year — 165 — — — 165

Foreign exchange

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___________________

(1) Other primarily includes intangible assets for non-compete agreements.

(2) Other primarily includes netdowns of fully amortized or impaired assets.

(1) Other primarily includes crypto assets and intangible assets for non-compete agreements.

(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 for 2025 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 in Europe, a concert promotion business in Asia Pacific and an artist management business in the United States.

Included in the current year acquisitions amounts above for 2024 are definite-lived intangible assets primarily associated with the acquisitions of certain festival promotion, venue and artist management businesses located in the United States.

Included in the current year acquisitions amounts above for 2023 are definite-lived intangible assets primarily associated with the acquisitions of certain venue and artist management businesses located in the United States, a concert and festival promotion business in Australia, a promotion business in South America, as well as additions for music publishing rights.

The additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:

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Indefinite-lived Intangibles

We have indefinite-lived intangible assets which consist of trade names and cryptocurrency assets.

We have indefinite-lived intangible assets which consist of trade names.

These indefinite-lived intangible assets had a carrying value of $ 369.0 million and $ 380.6 million as of December 31, 2025 and 2024, respectively.

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Acquisitions—prior year 4,136 — — 4,136

Dispositions ( 6,183 ) — — ( 6,183 )

Foreign exchange ( 22,708 ) ( 48,816 ) ( 45,784 ) ( 117,308 )

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Net $ 1,179,825 $ 1,014,580 $ 694,774 $ 2,889,178

Included in the current year acquisitions amounts above for 2025 is 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 venue management business and a concert and festival promotion business located in Europe.

Included in the current year acquisitions amounts above for 2024 is goodwill primarily associated with the acquisitions of an artist management business and certain festival and concert promotion businesses located in the United States.

Included in the current year acquisitions amounts above for 2023 is goodwill primarily associated with the acquisitions of certain venue and festival promotion businesses located in the United States and Europe as well as a promotion business in South America.

We are in various stages of finalizing our acquisition accounting for recent acquisitions, which 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 the allocation between segments.

Investments in Nonconsolidated Affiliates

During the year ended December 31, 2024, 2023 and 2022, there were no significant sales of investments in nonconsolidated affiliates .

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 the allocation between segments.

NOTE 3—LEASES

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NOTE 4—LONG-TERM DEBT

In November 2024, we amended our senior secured credit facility and added a new venue expansion revolving credit facility of $ 400.0 million, which resulted in a total available revolving borrowing capacity of $ 1.7 billion.

In November 2024, we repaid $ 575.0 million principal outstanding on our 4.875 % senior notes.

In December 2024, we issued $ 1.1 billion principal amount of 2.875 % convertible senior notes due 2030 and repurchased $ 316.0 million aggregate principal amount of the 2.0 % convertible senior notes due 2025.

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

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Term loan B $ 1,300,000 $ 828,163

Revolving credit facility — 370,000

6.5% Senior Secured Notes due 2027 1,200,000 1,200,000

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4.75% Senior Notes due 2027 950,000 950,000

2.0% Convertible Senior Notes due 2025 — 83,957

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2.875% Convertible Senior Notes due 2030 1,100,000 1,100,000

2.875% Convertible Senior Notes due 2031 1,400,000 —

Other debt 818,701 529,257

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2029 1,119,342

2029 1,103,078

Thereafter 2,687,495

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Amended Senior Secured Credit Facility

In November 2024, we amended our senior secured credit facility and entered into Amendment No.

12 (the “Amendment”) to our Credit Agreement (as amended by Amendment No.

12, the “Amended Credit Agreement”).

The Amendment provides for, among other things, a new $ 400.0 million revolving credit facility to be used for venue financing or other general corporate purposes, which resulted in a revolving credit facility with a total available borrowing capacity of up to $ 1.7 billion including a $ 250.0 million sublimit for the issuance of letters of credit and a $ 100.0 million sublimit for swingline borrowings.

The revolving credit facility allows for a $ 780.0 million sublimit for borrowings in U.S.

Dollars, Euros, or Sterling, and a $ 260.0 million sublimit for borrowings in those or one or more other approved non-U.S.

The revolving credit facility will be available to us and, if designated in the future, certain of our foreign subsidiaries.

The Amended Credit Agreement provides for the right, subject to certain conditions, to increase the term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of (x) $ 1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) additional amounts so long as the senior secured leverage ratio, on a pro-forma basis after giving effect to such increase, is no greater than 4.50 x .

Our obligations under the Amended Credit Agreement will continue to be guaranteed by the majority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the foreign subsidiary borrowers, if any, will be guaranteed by us, the majority of our direct and indirect domestic subsidiaries, and by certain of our wholly-owned foreign subsidiaries.

The obligations under the Amended Credit Agreement and the guarantees will continue to be secured by a lien on substantially all of our tangible and intangible personal property and the domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65 % of each class of capital stock of any first-tier foreign subsidiaries and, if there are any foreign borrowers, by certain of the assets of such foreign borrowers and certain foreign subsidiaries, subject to limited exceptions.

The interest rates per annum applicable to the revolving credit facility under the amended senior secured credit facility are, at our option, equal to either Term SOFR plus 1.75 % or a base rate (as defined in the Credit Agreement) plus 0.75 %.

The interest rates per annum applicable to the term loan B are, at our option, equal to either Term Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus 1.75 % or a base rate plus 0.75 %.

In October 2025, we amended, restated and refinanced, our existing senior secured credit facility and entered into an amended and restated credit agreement (the “Credit Agreement”).

The Credit Agreement amended and restated our then-existing credit agreement (as amended, restated, supplemented or otherwise modified immediately prior to the effectiveness of the Credit Agreement, the “Prior Credit Agreement”), and provides for (i) a $ 1.3 billion multicurrency revolving credit facility (the “new multicurrency revolving facility”), (ii) a $ 400 million venue expansion revolving credit facility (the “new venue expansion revolving facility” and together with the new multicurrency revolving facility, the “new revolving facilities”), (iii) a $ 700 million delayed draw term loan A facility (the “new delayed draw term loan A facility”), and (iv) a $ 1.3 billion term loan B facility (the “new term loan B facility” and together with the new revolving facilities and the new delayed draw term loan A facility, the “new senior secured credit facilities”).

The new term loan B facility was fully drawn at the closing of the new senior secured credit facilities.

The new multicurrency revolving facility provides for sublimits of up to $ 250 million for the issuance of letters of credit and $ 200 million for swingline loans.

Proceeds of the new term loan B facility were used to refinance obligations under the Prior Credit Agreement, with any excess proceeds available for working capital, for general corporate purposes, and to finance other permitted transactions.

Proceeds of borrowings under the new revolving facilities and the new delayed draw term loan A facility may be used for working capital, for general corporate purposes and to finance other permitted transactions.

The commitments under the new delayed draw term loan A facility will expire on October 21, 2027 unless drawn prior to such date.

The new revolving facilities and the new delayed draw term loan A facility mature on October 21, 2030;

provided, that if (x) any of our 2027 senior secured notes or the 2027 senior unsecured notes remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $ 500 million and (y) our consolidated free cash on such date is less than the sum of such outstanding principal amount plus $ 500 million, then the maturity date of the new revolving facilities and the new delayed draw term loan A facility will instead be the date that is ninety-one days prior to the stated maturity of our 2027 senior secured notes, 2027 senior unsecured notes or any permitted refinancing or extension of such indebtedness, as applicable.

The new term loan B facility matures on October 21, 2032.

The interest rates per annum applicable to the new revolving facilities and the new delayed term loan A facility are, at our option, equal to either Term SOFR plus 1.50 % or an adjusted base rate (as defined in the Credit Agreement) plus 0.50 %, subject to two stepdowns based on our secured leverage ratio.

The interest rates per annum applicable to the new term loan B facility are, at our option, equal to either Term SOFR plus 2.00 % or an adjusted base rate plus 1.00 %.

We have an interest rate swap agreement that ensures the interest rate on $ 500.0 million principal amount of our outstanding term loan B does not exceed 3.445 % through October 2026.

For the term loan B, we are required to make quarterly payments of $ 2.4 million with the balance due at maturity in October 2026.

We are also required to make mandatory prepayments of the loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.

We are required to pay a commitment fee of 0.35 % per year on the undrawn portion available under the revolving credit facility and variable fees on outstanding letters of credit.

We are required to pay a commitment fee equal to 0.35 % per annum on the undrawn portion available under the new revolving facilities and the new delayed draw term loan A facility, and customary letter of credit fees, as necessary.

Based on our outstanding letters of credit of $ 20.5 million, $ 1.68 billion was available for future borrowings from our revolving credit facility as of December 31, 2025.

The revolving credit facility matures on November 5, 2029, provided, that if (x) any of the term loan B, our 6.5 % Senior Secured Notes due 2027, or our 4.75 % Senior Notes due 2027 remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $ 500.0 million and (y) our consolidated free cash on such date is less than the sum of such outstanding principal amount plus $ 500.0 million, then the maturity date of the amended senior secured credit facility will instead be such date.

During the three months ended December 31, 2024, we repaid $ 585.0 million under our senior secured revolving credit facility, which was used to repay the $ 575.0 million principal amount plus accrued interest on our 4.875 % senior notes that matured on November 1, 2024.

No material gain or loss was recorded as a result of this repayment.

During the three months ended March 31, 2024, we repaid $ 370.0 million of principal related to our revolving credit facility that had been outstanding as of December 31, 2023.

No material gain or loss was recorded as a result of this repayment.

Commencing at the earlier of (i) the date on which the commitments under the new delayed draw term loan A facility have been reduced to zero and (ii) October 21, 2027, we will be required to make quarterly payments on borrowings under the new delayed draw term loan A facility at a rate equal to, for the first three years after October 21, 2025, 0.625 % of the original principal amount thereof, and thereafter, 1.25 % of the original principal amount thereof.

We will be required to make quarterly payments on the new term loan B facility at a rate equal to 0.25 % of the original principal amount thereof.

We are also required to make mandatory prepayments of the loans under the new senior secured credit facilities, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances, and other specified events.

Our obligations under the Credit Agreement are guaranteed by certain of our direct and indirect domestic subsidiaries, subject to certain exceptions.

The obligations under the Credit Agreement and the guarantees are secured by a lien on substantially all of our tangible and intangible personal property and the domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct domestic subsidiaries and the guarantors and 65 % of each class of capital stock of any of our first-tier foreign subsidiaries and the guarantors, subject to limited exceptions.

On August 14, 2025, we drew down $ 775.0 million from our Prior Credit Agreement primarily to finance the acquisition of an additional 24 % interest in OCESA from CIE and for other general corporate purposes.

This borrowing was fully repaid in October 2025.

6.5% Senior Secured Notes Due 2027

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At December 31, 2025, we had $ 950.0 million principal amount of 4.75 % senior notes due 2027.

Interest on the notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, and the notes will mature on March 15, 2026.

On or after March 15, 2021, we may redeem some or all of the notes at any time at redemption prices that start at 104.219 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus any accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

4.75% Senior Notes Due 2027

At December 31, 2024, we had $ 950.0 million principal amount of 4.75 % senior notes due 2027.

Interest on the notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year, and will mature on October 15, 2027.

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3.125% Convertible Senior Notes due 2029

At December 31, 2024, we had $ 84.0 million principal amount of 2.0 % convertible senior notes due 2025.

Interest on the notes is payable semiannually in arrears on February 15 and August 15, at a rate of 2.0 % per annum.

The notes will mature on February 15, 2025.

On or after November 15, 2024, the notes are convertible without condition, at an initial conversion rate of 9.4469 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50.0 % conversion premium based on the last reported sale price for our common stock of $ 70.57 on January 29, 2020 prior to issuing the notes.

Upon conversion, the notes will be settled with a combination of cash and shares of common stock.

Assuming we fully settled the remaining notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 1.2 million.

As of December 31, 2024, the value of the remaining notes, if converted and fully settled in shares, exceeded the principal amount of the notes by $ 18.8 million.

3.125% Convertible Senior Notes due 2029

At December 31, 2025, we had $ 1.0 billion principal amount of 3.125 % convertible senior notes due 2029 (the “2029 Notes”).

Interest on the 2029 Notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2023, at a rate of 3.125 % per annum.

The notes will mature on January 15, 2029.

The notes will mature on January 15, 2029, unless earlier repurchased, redeemed or converted.

The notes will be convertible, under certain circumstances, until October 15, 2028, and on or after such date without condition, at an initial conversion rate of 9.2259 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50 % conversion premium based on the last reported sale price for our common stock of $ 72.26 on January 9, 2023 prior to issuing the debt.

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We may redeem for cash all or any portion of the 2029 Notes, at our option, on or after January 21, 2026 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture.

The redemption price will equal 100 % of the principal amount of the notes plus accrued interest, if any.

The redemption price will equal 100 % of the principal amount of the notes plus accrued interest, if any, and the conversion ratio, at which the notes called for redemption may be converted, may be increased depending on timing of the redemption and the price of our common stock at such time.

If we experience a fundamental change, as defined in the indenture governing the 2029 Notes, the holders of the 2029 Notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100 % of the principal amount of the notes plus accrued and unpaid interest, if any.

As of December 31, 2024, the remaining period for the unamortized debt issuance costs balance of $ 10.7 million was approximately four years and the value of the notes, if converted and fully settled in shares, exceeded the principal amount of the notes by $ 194.8 million.

As of December 31, 2025, the remaining period for the unamortized debt issuance costs balance of $ 8.1 million was approximately three years and the value of the notes, if converted and fully settled in shares, exceeded the principal amount of the notes by $ 314.7 million.

As of December 31, 2025, the effective interest rate on the notes was 3.17 %.

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2.875% Convertible Senior Notes due 2030

In December 2024, we issued $ 1.1 billion principal amount of 2.875 % convertible senior notes due 2030 (the “2030 Notes”).

At December 31, 2025, we had $ 1.1 billion principal amount of 2.875 % convertible senior notes due 2030 (the “2030 Notes”).

Interest on the 2030 Notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2025, at a rate of 2.875 % per annum.

The notes will mature on January 15, 2030.

The 2030 Notes will mature on January 15, 2030, unless earlier repurchased, redeemed or converted.

The 2030 Notes will be convertible, under certain circumstances, until October 15, 2029, and on or after such date without condition, at an initial conversion rate of 5.2005 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 40.0 % conversion premium based on the last reported sale price for our common stock of $ 137.35 on December 3, 2024 prior to issuing the debt.

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We may redeem for cash all or any portion of the 2030 Notes, at our option, on or after January 24, 2028 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture.

The redemption price will equal 100 % of the principal amount of the notes plus accrued interest, if any.

If we experience a fundamental change, as defined in the indenture governing the 2030 Notes, the holders of the 2030 Notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100 % of the principal amount of the notes plus accrued and unpaid interest, if any.

As of December 31, 2024, the remaining period for the unamortized debt issuance costs balance of $ 17.8 million was approximately five years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes.

As of December 31, 2025, the remaining period for the unamortized debt issuance costs balance of $ 14.7 million was approximately four years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes.

As of December 31, 2025, the effective interest rate on the notes was 2.913 %.

2.875% Convertible Senior Notes due 2031

In October 2025, we issued $ 1.4 billion aggregate principal amount of 2.875 % Convertible Senior Notes due 2031 (the “2031 Notes”).

Interest on the 2031 Notes is payable semi-annually in arrears on April 15 and October 15, beginning on April 15, 2026, at a rate of 2.875 % per annum.

The 2031 Notes will mature on October 15, 2031, unless earlier repurchased, redeemed or converted.

The 2031 Notes will be convertible, under certain circumstances, until July 15, 2031, and on or after such date without condition, at an initial conversion rate of 4.4459 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50.0 % conversion premium based on the last reported sale price for our common stock of $ 149.95 on October 8, 2025 prior to issuing the debt.

Upon conversion, the notes may be settled in, at our election, shares of common stock or cash or a combination of cash and shares of common stock.

Assuming we fully settle the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is 9.3 million as of December 31, 2025.

We may redeem for cash all or any portion of the 2031 Notes, at our option, on or after October 20, 2028 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture.

If we experience a fundamental change, as defined in the indenture governing the 2031 Notes, the holders of the 2031 Notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a repurchase price equal to the principal amount of the notes plus accrued and unpaid interest, if any.

As of December 31, 2025, the remaining period for the unamortized debt issuance costs balance of $ 20.6 million was approximately six years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes.

As of December 31, 2025, the effective interest rate on the notes was 3.11 %.

Interest Cost on Convertible Senior Notes

The following table summarizes the amount of pre-tax interest cost recognized on the convertible senior notes due 2025, 2029 and 2030 for the year ended December 31, 2024, convertible senior notes due 2025 and 2029 for the year ended December 31, 2023 and convertible senior notes due 2023 and 2025 for the year ended December 31, 2022:

The following table summarizes the amount of pre-tax interest cost recognized on the convertible senior notes:

Year Ended December 31,

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Debt Extinguishment

In conjunction with the issuance of the 2030 Notes, we used the net proceeds to repay $ 585.0 million outstanding amounts under our senior secured revolving credit facility and to repurchase $ 316.0 million principal amount of the 2.0 % convertible notes due 2025, resulting in a loss on extinguishment of debt of $ 2.0 million and a charge to additional paid-in capital for the induced conversion of $ 94.0 million.

On October 31, 2024, we drew down $ 585.0 million from our senior secured revolving credit facility, and on November 1, 2024, we used these funds to repay the $ 575.0 million principal amount plus accrued interest on our 4.875 % senior notes.

In conjunction with the issuance of the 2029 Notes, we used approximately $ 485.8 million of the net proceeds to repurchase $ 440.0 million aggregate principal amount of the 2.5 % convertible senior notes due 2023 resulting in a loss on extinguishment of debt of $ 18.5 million and a charge to additional paid-in capital for the induced conversion of $ 27.3 million.

On March 15, 2023, we redeemed the remaining $ 110.0 million aggregate principal amount of the 2.5 % convertible senior notes and issued 156,750 common shares of stock.

As of December 31, 2024, other debt includes $ 275.0 million due in 2026 acquired as part of an acquisition of a controlling interest in a venue business in the United States during 2023, $ 120.4 million for a Euro denominated note due in 2025, debt to noncontrolling interest partners of $ 29.4 million and capital leases of $ 4.8 million.

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.

In conjunction with the issuance of the 2031 Notes, we utilized the net proceeds to fund the full redemption of $ 300.0 million of our 5.625 % Senior Notes due 2026 plus accrued interest.

As of December 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, $ 136.2 million for a Euro denominated note due in 2026, debt to noncontrolling interest partners of $ 23.5 million and capital leases of $ 4.2 million.

Our other debt has a weighted average cost of debt of 4.3 % and maturities at various dates through September 2050.

Debt Covenants

Our amended senior secured credit facility contains a number of restrictions that, among other things, require us to satisfy a financial covenant and restrict our and our subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase our stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets, merge or consolidate, and pay dividends and make distributions (with the exception of subsidiary dividends or distributions to the parent company or other subsidiaries on at least a pro-rata basis with any noncontrolling interest partners).

Our Credit Agreement contains a number of restrictions that, among other things, require us to satisfy a financial covenant and restrict our and our subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase our stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets, merge or consolidate, and pay dividends and make distributions (with the exception of subsidiary dividends or distributions to the parent company or other subsidiaries on at least a pro-rata basis with any noncontrolling interest partners).

Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable.

The amended senior secured credit facility agreement contains a financial covenant that requires us to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the Amended Credit Agreement) that ranges from 6.75 x to 5.25 x, with the first step down of 0.50 x occurring on March 31, 2026 and additional step downs of 0.50 x occurring annually thereafter.

The indentures governing our 6.5 % senior secured notes, 3.75 % senior secured notes, 4.75 % senior notes and 5.625 % senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis.

Our Credit Agreement contains a financial covenant that requires us to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the Amended Credit Agreement) that ranges from 6.75 x to 5.25 x, with the first measurement occurring after the quarter ended March 31, 2026, the first step down of 0.50 x occurring on March 31, 2027 and additional step downs of 0.50 x occurring annually thereafter.

The indentures governing our 6.5 % senior secured notes, 3.75 % senior secured notes and 4.75 % senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis.

Certain covenants, including those pertaining to incurrence of indebtedness, restricted payments, asset sales, mergers, and transactions with affiliates will be suspended during any period in which the notes are rated investment grade by both rating agencies and no default or event of default under the indenture has occurred and is continuing.

All of these notes contain two incurrence-based financial covenants, as defined, requiring a minimum fixed charge coverage ratio of 2.0 x and a maximum secured indebtedness leverage ratio of 3.5 x.

Some of our other subsidiary indebtedness includes restrictions on entering into various transactions, such as acquisitions and disposals, and prohibits payment of ordinary dividends.

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We expect to remain in compliance with all of these covenants throughout 2026.

Subsequent Event

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.

NOTE 5—DERIVATIVE INSTRUMENTS

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The swap agreement expires in October 2026, has a notional amount of $ 500.0 million and ensures that a portion of our floating-rate debt does not exceed 3.445 %.

The principal objective of this contract is to reduce the variability of the cash flow in our variable rate interest payments associated with our senior secured credit facility term loan B, thus reducing the impact of interest rate changes on future interest expense.

The principal objective of this contract is to reduce the variability of the cash flow in our variable rate interest payments associated with our senior secured term loan B facility, thus reducing the impact of interest rate changes on future interest expense.

Cash flows associated with the interest rate swap agreement are reflected as cash flows from operating activities within our consolidated statements of cash flows.

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(in thousands) (in thousands)

Cash equivalents $ 734,814 $ — $ — $ 734,814 $ 580,126 $ — $ — $ 580,126

Short-term investments $ 76,550 $ — $ — $ 76,550 $ — $ — $ — $ —

Crypto assets (1)

6,249 — — 6,249 — — — —

Interest rate swaps

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— 4,864 — 4,864 — 380 — 380

— — — — — — 2,980 2,980

Contingent consideration

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Total $ — $ 4,864 $ 306,017 $ 310,881 $ — $ 380 $ 54,611 $ 54,991

Cash equivalents consist of money market funds.

Fair values for cash equivalents are based on quoted prices in an active market.

___________________

(1) Refer to Note 1 – Basis of Presentation and Other Information — Accounting Standards Updates for further discussion on the adoption of ASU 2023-08.

Short-term investments consist of money market funds and have original maturities beyond three months but less than one year, or not readily convertible to cash.

Crypto assets consist of cryptocurrencies.

Fair values for short-term investments and crypto assets are based on quoted prices in an active market.

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

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These awards are accounted for as liability-classified awards under GAAP and have performance goals that, if met, are vested quarterly over a period of up to two years, with the number of shares of common stock determined based on the Company’s grant date stock price.

Certain third parties have a put option to sell to us their noncontrolling interest in one of our subsidiaries and such put option is carried at fair value using Level 3 inputs.

The put option is triggered by the occurrence of specific events, one of which is certain to occur, that requires us to buy the noncontrolling interest.

The redemption price for the put option is a variable amount based on a formula linked to historical earnings.

We have recorded a current liability for the put option which is valued based on the historic results of that subsidiary.

Changes in the fair value are recorded in selling, general and administrative expenses.

We have certain contingent consideration obligations related to acquisitions which are measured at fair value using Level 3 inputs.

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4.75% Senior Notes due 2027 $ 952,765 $ 919,049

4.75% Senior Notes due 2027 $ 919,049 $ 913,653

2.0% Convertible Senior Notes due 2025 (2)

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2.875% Convertible Senior Notes due 2030 $ 1,161,182 $ 1,105,852

2.875% Convertible Senior Notes due 2031 (1)

$ 1,379,560 $ —

___________________

In November 2024, we repaid $ 575.0 million principal amount outstanding on our 4.875 % senior notes.

In October 2025, we issued $ 1.4 billion principal amount of 2.875 % convertible senior notes due 2031 and repurchased $ 300.0 million aggregate principal amount of the 5.625 % convertible senior notes due 2026.

In March 2025, we repurchased the remaining aggregate principal amount.

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

The estimated fair value of our third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs.

Non-recurring

For the year ended December 31, 2025, there were no significant non-recurring fair value measurements.

For the year ended December 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 in a nonconsolidated affiliate of $ 41.5 million, as a component of other income, net.

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The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.

For the years ended December 31, 2023 and 2022, there were no significant non-recurring fair value measurements.

NOTE 7—COMMITMENTS AND CONTINGENT LIABILITIES

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As of December 31, 2025 and 2024, we guaranteed the debt of third parties of approximately $ 17.0 million and $ 19.4 million, respectively, primarily related to maximum credit limits on employee and tour-related credit cards and obligations under a venue management agreement.

Astroworld Litigation

On November 5, 2021, the Astroworld music festival was held in Houston, Texas.

During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries.

Following these events, at least 450 civil lawsuits have been filed against Live Nation Entertainment, Inc.

and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages.

Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.

During the year ended December 31, 2024, all remaining wrongful death lawsuits were settled, and, with the exception of a small number of claims that are subject to a show cause dismissal order, all pending personal injury lawsuits filed against the Company have also been settled.

As a result, we recognized $ 454.9 million for the year ended December 31, 2024 within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries.

The amounts recorded as of December 31, 2024 represent our best estimate of the ultimate loss associated with all remaining lawsuits and claims.

Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, is based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses.

Governmental Investigations and Litigation

Department of Justice Complaint

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and Ticketmaster in the United States District Court for the Southern District of New York alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action.

The United States filed an Amended Complaint in August 2024, adding ten additional states as plaintiffs but not otherwise materially amending the claims asserted in the lawsuit.

The Complaint requests various forms of relief for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, and other forms of relief.

Certain states also seek unspecified damages for their citizens.

Twenty-four states also seek damages for their citizens allegedly caused by anticompetitive ticketing practices.

As of this date, discovery is substantially completed.

The 24 states seeking damages have disclosed a damages study asserting that the allegedly anticompetitive ticketing practices raised ticketing fees.

The Company contests that the alleged overcharge (the amount of which is subject to a confidentiality order) has occurred or was caused by anticompetitive conduct.

The Company filed summary judgment motions in November 2025, which were partially granted in February 2026.

Trial on the remaining claims is set for March 2026.

The Company believes it has substantial defenses to the claims asserted in the lawsuit and will vigorously defend itself.

The United States filed an Amended Complaint in August 2024, adding ten additional states as plaintiffs but not otherwise materially amending the claims asserted in the lawsuit.

The Company filed a motion to dismiss certain claims in the Amended Complaint in September 2024.

Nevertheless, the defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on the Company’s financial results and operations.

There can be no assurance that the Company will be successful in negotiating a favorable settlement or in litigation.

Any remedies or compliance requirements could adversely affect the Company’s ability to operate our business or have a materially adverse impact on the Company’s financial results.

At this stage, we are unable to estimate a reasonably possible financial loss or range of any potential financial loss, if any, as a result of this litigation.

Federal Trade Commission Complaint

In September 2025, the United States Federal Trade Commission (the “FTC”), joined by the attorneys general of seven states, filed a lawsuit against Live Nation Entertainment, Inc.

and Ticketmaster L.L.C.

in the Central District of California.

The plaintiffs allege that Live Nation and Ticketmaster advertised ticket prices to consumers that were deceptively lower than prices displayed at checkout, deceived consumers about the enforcement of advertised event ticket purchase limits and facilitated the sale of tickets unlawfully acquired by ticket brokers.

The plaintiffs also allege that the Company violated the Better Online Ticket Sales Act and Section 5 of the FTC Act, as well as various state consumer protection statutes.

The plaintiffs seek injunctive relief, statutory penalties and restitution for consumers.

The Company filed a motion to dismiss the complaint in January 2026.

Based on information presently known to management, we do not believe that a loss is probable of occurring at this time, and considerable uncertainty exists regarding the monetary penalties or other relief that the FTC could obtain in litigation.

The Company will vigorously defend itself.

Antitrust Litigation

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The Ninth Circuit affirmed the District Court’s ruling in October 2024.

In January 2025, the Company filed a motion to dismiss the lawsuit.

In January 2025, the Company filed a motion to dismiss the lawsuit, which was granted in part and denied in part in April 2025.

In December 2025, the court granted the plaintiffs’ motion for class certification.

The Company believes it has substantial defenses to the claims alleged in the lawsuit and will continue to vigorously defend itself.

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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.

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There were no significant related-party transactions for certain relationships discussed below.

Liberty Media

Two current members of our board of directors were originally nominated by Liberty Media pursuant to a stockholder agreement.

Two current members of our board of directors were originally nominated by Liberty Media Corporation pursuant to a stockholder agreement.

In December 2025, Liberty Media Corporation completed its split-off of its former wholly owned subsidiary, Liberty Live, which included the assignment and transfer of its significant beneficial ownership interest in Live Nation to Liberty Live.

One member of our board of directors is on Liberty Live’s board of directors and one member of our board of directors is an executive officer at Liberty Live.

These directors receive directors’ fees and stock-based awards on the same basis as other non-employee members of our board of directors.

Atlanta Braves

One current member of Liberty Media’s board of directors has a significant ownership interest in Atlanta Braves Holdings, Inc.

During most of 2025, one individual who had a significant beneficial ownership interest in Liberty Media Corporation also had a significant beneficial ownership interest in Atlanta Braves Holdings, Inc.

(“Atlanta Braves”).

We lease a venue from, and provide ticketing services to the Atlanta Braves and pay royalty fees and non-recoupable ticketing contract advances.

We also receive transaction fees for tickets the Atlanta Braves sells using our ticketing software.

This related party relationship ended when Liberty Live was split off from Liberty Media Corporation.

During 2025 while this was still a related party relationship, we leased a venue from, and provided ticketing services to the Atlanta Braves and paid royalty fees and non-recoupable ticketing contract advances.

We also received transaction fees for tickets the Atlanta Braves sold using our ticketing software.

Our Chief Executive Officer is a member of the board of directors of Sirius XM Holdings Inc.

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From time to time, we purchase advertising from Sirius XM.

Common Stock Repurchases

On December 15, 2025, we repurchased an aggregate of 166,107 net shares of common stock from certain executive officers upon their stock option exercise.

These common stock repurchases were made at the closing market price at the trade date and were allocated to treasury stock.

Transactions Involving Equity Method Investees

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2025 2024 2023

As Revised As Revised

(in thousands)

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The domestic income before income taxes was $ 145.6 million, $ 31.8 million and $ 237.5 million for 2025, 2024 and 2023, respectively.

Foreign income before income taxes was $ 707.6 million, $ 675.8 million and $ 273.5 million for the years ended ended December 31, 2024, 2023 and 2022, respectively.

Foreign income before income taxes was $ 884.9 million, $ 707.6 million and $ 675.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Significant components of our deferred tax liabilities and assets are as follows:

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Deferred tax liabilities:

Intangible assets $ 282,200 $ 327,249

Intangible and fixed assets $ 396,428 $ 282,200

Leases 233,421 210,904

Other 45,075 38,132

Hedge investments 5,395 7,394

Mark to market 50,780 49,691

Prepaid expenses 10,023 3,802

Other 9,023 779

Total deferred tax liabilities 699,675 547,376

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Net operating loss carryforwards 851,765 763,205

Accrued expenses 251,416 180,268

Leases 277,872 244,476

Accrued expenses 209,327 251,416

Capitalized research and development 107,585 90,477

Interest limitation 73,037 69,128

Other 61,555 30,580

Foreign tax and other credit carryforwards 59,294 51,153

Intangible assets 12,411 48,088

Other 45,270 61,555

Intangible and fixed assets 16,358 12,411

Equity compensation 14,111 10,831

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Total net deferred tax assets 1,067,334 985,157

Net deferred tax assets (liabilities) $ 437,781 $ ( 281,858 )

Net deferred tax assets $ 367,659 $ 437,781

Each reporting period, we evaluate the realizability of all of our deferred tax assets in each tax jurisdiction.

The Company recorded valuation allowances of $ 569.5 million and $ 1.2 billion as of December 31, 2024 and 2023, respectively.

The Company recorded valuation allowances of $ 587.3 million and $ 569.5 million as of December 31, 2025 and 2024, respectively.

Deferred income tax assets and liabilities are recorded related to net operating losses and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions and income in the future.

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Such objective negative evidence limits the Company’s ability to consider other subjective positive evidence.

At December 31, 2023, the Company maintained a valuation allowance related to federal, state and foreign deferred tax assets, as there was insufficient evidence to overcome the substantial negative evidence of being in a three year cumulative loss position.

At December 31, 2024, the Company is no longer in a three year cumulative loss position and concluded that it is appropriate to release the valuation allowance against a portion of its federal deferred tax assets due to the sustained positive performance and the expected future taxable income.

The remaining valuation allowance primarily relates to investments in consolidated partnership and various state and foreign operating losses.

At December 31, 2024 and 2023, we recorded a net deferred tax asset of $ 437.8 million and a net deferred tax liability of $ 281.9 million, respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations.

At December 31, 2025, the valuation allowance primarily relates to investments in consolidated partnership and various state and foreign operating losses.

At December 31, 2025 and 2024, we recorded a net deferred tax asset of $ 367.7 million and $ 437.8 million, respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations.

As of December 31, 2025, we have United States federal, state and foreign deferred tax assets related to net operating loss carryforwards of $ 254.4 million, $ 148.7 million and $ 448.7 million, respectively.

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Based on current statutory carryforward periods, the credits will expire on various dates beginning in 2031.

The reconciliation of income tax computed at the United States federal statutory rates to income tax expense (benefit) is:

A reconciliation of income tax computed at the United States federal statutory rates to income tax expense for the year ended December 31, 2025 is as follows:

Year Ended December 31,

2024 2023 2022

As Revised As Revised

(in thousands)

federal statutory tax rate $ 216,411 21.0 %

State and local income taxes, net of federal income tax effect (2)

Foreign tax effects

Deferred taxes ( 12,374 ) ( 1.2 ) %

Other 8,070 (1) 0.8 %

Deferred taxes 20,892 2.0 %

Other 7,244 (1) 0.7 %

Nontaxable or nondeductible items 25,001 2.4 %

Tax rate differential 16,819 1.6 %

Other ( 352 ) (1) — %

Other foreign jurisdictions (3)

Effect of cross-border tax laws

Foreign income inclusion 27,656 2.7 %

Other 61 (1) — %

Changes in valuation allowances 2,136 (1) 0.2 %

Nontaxable or nondeductible items

Executive compensation in excess of $1 million 35,771 3.5 %

Minority interest - nondeductible ( 9,856 ) (1) ( 1.0 ) %

Nontaxable income ( 15,061 ) ( 1.5 ) %

Other ( 7,237 ) (1) ( 0.7 ) %

Changes in unrecognized tax benefits 2,528 (1) 0.2 %

Return to provision ( 14,931 ) ( 1.3 ) %

Effective tax rate $ 339,787 33.0 %

(1) The impact of the individual reconciling item in this period is below the threshold and is not material to the users of the financial statements considering the nature and relative significance of the reconciling item.

State taxes in Illinois, New York, Pennsylvania, Tennessee and Texas made up the majority (greater than 50%) of the tax effect in this category.

All other foreign jurisdictions do not exceed the 5% threshold at the jurisdiction level in total or for individual reconciling items of the same nature within each jurisdiction.

Income tax expense is principally attributable to operational results in tax paying jurisdictions.

Amounts included in Foreign Tax Effects are impacted by changes in the mix of international earnings subject to various tax rates which can differ greatly in their proximity to the United States statutory rate and current and deferred adjustments related to payable and deferred tax assets.

Amounts included in the Effect of Cross-border Tax Laws include unfavorable inclusions for Subpart F.

Nondeductible items for all years presented include the impact of increased nondeductible expenses pursuant to the provisions of the Tax Cuts and Jobs Act (“TCJA”) including nondeductible executive compensation.

The following table reconciles the United States federal statutory income tax rate to our effective income tax rates for the years ended December 31, 2024 and 2023 prior to our adoption of ASU 2023-09:

Year Ended December 31,

(in thousands)

Income tax expense at United States statutory rate of 21 %

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$ ( 391,698 ) $ 209,476

Income tax expense (benefit) is principally attributable to a non-cash benefit related to the release of the valuation allowance offset by our earnings in foreign tax jurisdictions and state income taxes.

Amounts included in differences between foreign and United States statutory rates are impacted by changes in the mix of international earnings subject to various tax rates which can differ greatly in their proximity to the United States statutory rate.

Amounts included in non-United States income inclusions and exclusions include the favorable inclusion of Mexico’s income from subsidiaries.

Amounts included in United States income inclusions and exclusions include unfavorable inclusions for GILTI under the provisions associated with the Tax Cuts and Jobs Act (“TCJA”).

Nondeductible items for all years presented include the impact of increased nondeductible expenses pursuant to the provisions of the TCJA including nondeductible executive compensation.

The change in valuation allowance for each period presented resulted primarily from changes in the income (loss) within jurisdictions with full valuation allowances.

The other category consists of current and deferred adjustments related to payable and deferred tax assets.

The following table summarizes the activity related to our unrecognized tax benefits:

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The tax years 2010 through 2025 remain open to examination by the primary tax jurisdictions to which we are subject.

Cash paid during the year for income taxes, net of refunds, are as follows:

Year Ended December 31,

(in thousands)

State $ 33,366

Mexico 102,806

United Kingdom 24,312

Canada 22,298

Other foreign 130,256

Total $ 313,038

There was no cash paid for United States federal income taxes as we generated a taxable loss for the year ended December 31, 2025 due to the provisions allowed within the One Big Beautiful Bill Act (the “Act”) discussed below .

Recent Tax Legislation

In August 2022, the Inflation Reduction Act (IRA) was enacted in the United States, which includes health care, clean energy, and income tax provisions.

The income tax provisions amend the Internal Revenue Code to include a 15% corporate alternative minimum tax effective for tax years beginning after December 31, 2022.

On September 12, 2024, the Internal Revenue Service released proposed regulations which provide guidance on the application of the corporate alternative minimum tax.

The Company is assessing the impact of the proposed regulations;

however, there is no material impact for the current period.

The Company will continue to monitor to ensure our financial results and related tax disclosures are in compliance with the IRA tax legislation.

On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules designed to ensure large multinational enterprises (“MNE”) pay a minimum level of tax arising in each jurisdiction they operate.

Over 135 jurisdictions joined a plan to update key elements of the international tax system and provide for a coordinated system of taxation that imposes top-up tax on profits arising in a jurisdiction whenever the effective rate is below the minimum rate.

Effective January 1, 2024, many of these jurisdictions have enacted a global 15% minimum effective tax rate.

This minimum rate applies to MNE’s with consolidated revenue above €750 million.

While additional guidance is expected from the OECD, the current Pillar Two rules do not have a material impact to our financial statement income or tax cash flows for the current period.

The Company will continue to monitor further guidance from the OECD and evaluate any impact it may have to our consolidated financial results.

The Act was enacted on July 4, 2025 and makes key elements of the Tax Cuts and Jobs Act permanent, including 100% bonus depreciation, domestic research cost expensing, the business interest expense limitation and makes modifications to the international tax framework.

The financial reporting implications of the Act were recorded in the income tax provision for the year ended December 31, 2025.

The Company determined that the Act did not have a material impact on the consolidated financial statements for the year ended December 31, 2025.

We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

NOTE 10—EQUITY

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Common shares issued as reported in the consolidated statement of changes in equity 232,837,623 231,295,639

Unissued retirement eligible restricted stock awards — 4,125

Unvested restricted stock awards 1,402,205 1,480,062

Unvested deferred stock awards issued 1,996,058 2,448,904

Unvested deferred stock awards 1,755,749 1,996,058

Common shares issued as reported in the consolidated balance sheets 235,995,577 234,771,759

Unvested restricted stock awards and unvested deferred stock awards issued will be reflected in the statements of changes in equity at the time of vesting.

Unvested restricted stock awards and deferred stock awards will be reflected in the statements of changes in equity at the time of vesting.

For the years ended December 31, 2025, 2024 and 2023, we issued 1.2 million, 1.5 million and 1.1 million shares, respectively, of common stock in connection with stock option exercises and vesting of restricted stock awards.

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2025 2024 2023

As Revised As Revised

(in thousands)

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( 32,435 ) ( 30,049 ) ( 100,940 )

Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs

Net transfers of noncontrolling interests ( 32,435 ) ( 30,049 ) ( 100,940 )

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Our estimate of redemption amounts for puts that are redeemable at fixed or determinable prices on fixed or determinable dates for the years ended December 31, 2026, 2027, 2028, 2029 and 2030 are $ 15.1 million, $ 160.6 million, $ 79.8 million, $ 47.3 million and $ 23.4 million, respectively.

Transactions with Noncontrolling Interest Partners

Transactions with Noncontrolling and Redeemable Noncontrolling Interest Partners

We have loaned or advanced money to noncontrolling interest partners under the terms of the partnership operating agreements, promissory notes or other arrangements.

As of December 31, 2024, we had outstanding notes receivable and prepayments of $ 50.0 million in other long-term assets, and as of December 31, 2023, we had outstanding notes receivable and prepayments of $ 1.9 million in other current assets and $ 50.0 million in other long-term assets.

As of December 31, 2025 and December 31, 2024, we had outstanding notes receivable and prepayments of $ 50.0 million and $ 50.0 million in other long-term assets, respectively.

For the year ended December 31, 2025, we paid $ 122.3 million to purchase a portion of the noncontrolling interest in certain subsidiaries in Europe.

We also acquired an additional 24 % interest in OCESA from CIE, which resulted in a decrease of $ 749.4 million in redeemable noncontrolling interest.

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the years ended December 31, 2025, 2024 and 2023:

Cash Flow Hedges Foreign Currency Items Total

As Revised As Revised

Cash Flow Hedges Cumulative Foreign Currency Translation Adjustments Total

(in thousands)

Revised Balance at December 31, 2021 $ ( 8,558 ) $ ( 144,242 ) $ ( 152,800 )

Other comprehensive income before reclassifications 49,529 12,883 62,412

Amount reclassified from AOCI 312 — 312

Net other comprehensive income 49,841 12,883 62,724

Balance at December 31, 2022 $ 41,283 $ ( 131,359 ) $ ( 90,076 )

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Balance at December 31, 2024 21,518 ( 356,630 ) ( 335,112 )

Other comprehensive income (loss) before reclassifications ( 820 ) 237,886 237,066

Amount reclassified from AOCI ( 16,826 ) — ( 16,826 )

Net other comprehensive income (loss) ( 17,646 ) 237,886 220,240

Balance at December 31, 2025 $ 3,872 $ ( 118,744 ) $ ( 114,872 )

See Note 6 – Fair Value Measurements for further discussion and disclosure of the fair value of our interest rate swap that has been designated as a cash flow hedge.

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We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense.

We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter.

Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

Due to the significant and non-recurring nature of the matters, we also exclude from AOI the impact of realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, and expenses for regulatory compliance matters associated with the provision for (possible) losses arising from certain significant governmental investigations and litigations under ASC 450 - Contingencies, which are described under the heading “Governmental Investigations and Litigation” in Note 7 of the Notes to the Consolidated Financial Statements herein.

Except as described above, ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results.

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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 loss contingencies and stock-based compensation expense) which represents the difference between each operating segment’s revenue and AOI.

Our Concerts segment involves the promotion of live music events globally in our owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation or streaming of associated content and the provision of management and other services to artists.

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This segment records revenue arising from convenience and order processing fees, regardless of whether these fees are related to tickets sold in the primary or secondary market, and regardless of whether these fees are associated with our concert events or third-party clients’ concert events.

We do not record the face value of the tickets as revenue.

We do not record the face value of the tickets or the venue’s portion of the service fees as revenue.

Ticket fee revenue is recognized when the ticket is sold for third-party clients and secondary market sales, as we have no further obligation to our client’s customers following the sale of the ticket.

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Capital expenditures $ 942,053 $ 92,058 $ 30,964 $ — $ 21,364 $ 1,086,439

$ 18,740,913 $ 2,959,477 $ 1,095,217 $ ( 69,290 ) $ — $ 22,726,317

Revenue $ 19,024,302 $ 2,988,685 $ 1,195,019 $ ( 52,381 ) $ — $ 23,155,625

% of Consolidated Revenue 82.2 % 12.9 % 5.2 % ( 0.3 )%

Other Segment Items 18,494,554 1,865,097 431,242 ( 24,121 ) 242,955 21,009,727

$ 320,397 $ 1,140,133 $ 675,137 $ ( 39,574 ) $ ( 214,974 ) $ 1,881,119

AOI $ 529,748 $ 1,123,588 $ 763,777 $ ( 28,260 ) $ ( 242,955 ) $ 2,145,898

Intersegment revenue $ 29,633 $ 22,220 $ 528 $ ( 52,381 ) $ — $ —

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Other Segment Items 18,420,516 1,819,344 420,080 ( 29,716 ) 214,974 20,845,198

$ 174,840 $ 812,714 $ 591,972 $ ( 14,549 ) $ ( 167,882 ) $ 1,397,095

AOI $ 320,397 $ 1,140,133 $ 675,137 $ ( 39,574 ) $ ( 214,974 ) $ 1,881,119

Intersegment revenue $ 17,773 $ 51,517 $ — $ ( 69,290 ) $ — $ —

Capital expenditures $ 346,392 $ 68,991 $ 18,250 $ — $ 35,118 $ 468,751

___________________

Prior period revenue was revised as further discussed in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the year ended December 31, 2023, the revision decreased our Concerts segment revenue by $ 22.8 million.

Prior period AOI was revised as further discussed in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the years ended December 31, 2023 and December 31, 2022, the revision decreased our Concerts segment AOI by $ 5.1 million and increased AOI by $ 5.1 million, respectively.

For the years ended December 31, 2023 and December 31, 2022, the revision increased our Ticketing segment AOI by $ 23.8 million and decreased AOI by $ 15.2 million, respectively.

The following table sets forth the reconciliation of consolidated AOI to operating income for the for the years ended December 31, 2025, 2024 and 2023:

1 unchanged sentence

(in thousands)

$ 2,145,898 $ 1,881,119 $ 1,397,095

AOI $ 2,366,400 $ 2,145,898 $ 1,881,119

Acquisition expenses 259,586 128,513 93,664

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Gain on sale of operating assets ( 18,528 ) ( 11,015 ) ( 13,927 )

Astroworld estimated loss contingencies 454,902 — —

Astroworld loss contingencies ( 8,352 ) 454,902 —

Stock-based compensation expense 155,219 110,348 115,959

Operating income $ 1,251,217 $ 824,510 $ 1,084,933

$ 824,510 $ 1,084,933 $ 722,031

___________________

(1) For the years ended December 31, 2023 and December 31, 2022, the revision increased our AOI and operating income by $ 18.7 million for 2023 and decreased our AOI and operating income by $ 10.1 million for 2022, respectively.

See further discussion in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

Deferred Revenue

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Upon share option exercise or vesting of restricted or deferred stock, we issue new shares or treasury shares to fulfill these grants.

Vesting dates on the stock options is March 2025, and expiration dates range from January 2025 to March 2031 at exercise prices and average contractual lives as follows:

As of December 31, 2025, all outstanding stock options were vested and exercisable, and expiration dates range from May 2026 to December 2030 at exercise prices and average contractual lives as follows:

Prices Outstanding

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9 4.9 $ 70.26 9 4.9 $ 70.26

$ 61.00 - $ 89.99

13 6.0 $ 74.39 12 6.0 $ 73.19

The total intrinsic value of options outstanding and options exercisable as of December 31, 2025 was $ 93.3 million and $ 93.3 million, respectively.

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For the year ended December 31, 2025, we granted 0.6 million shares of restricted stock and 0.3 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will all vest on the grant date or over a period of one year to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

These awards will all vest on the grant date or over a period of six months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

For the year ended December 31, 2024, we granted 0.3 million shares of restricted stock and 0.4 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will all vest on the grant date or over a period of two months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

For the year ended December 31, 2023, we granted 0.4 million shares of restricted stock and 0.4 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will vest on the grant date or over a period of one month to six years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

These awards will vest on the grant date or over a period of two months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

The following table presents a summary of our unvested restricted stock awards outstanding at December 31, 2025, 2024 and 2023 (“Price” reflects the weighted average share price at the date of grant):

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All of the deferred stock awards require us to achieve minimum market conditions in order for these awards to issue and vest.

For the year ended December 31, 2024, we granted 33 thousand shares of deferred stock awards with market conditions under the Company’s stock incentive plans.

For the year ended December 31, 2025, we granted 0.8 million shares of deferred stock awards with market conditions under our stock incentive plans.

These awards will vest over five years if specified stock prices are achieved over a specific number of days during the five years .

For the year ended December 31, 2023, we granted 0.3 million shares of deferred stock awards with market conditions under the Company’s stock incentive plans.

For the year ended December 31, 2024, we granted 33 thousand shares of deferred stock awards with market conditions under our stock incentive plans.

These awards will vest over five years if specified stock prices are achieved over a specific number of days during the five years .

For the year ended December 31, 2023, we granted 0.3 million shares of deferred stock awards with market conditions under our stock incentive plans.

These awards will vest over five to six years if specified stock prices are achieved over a specific number of days during the five to six years .

These awards will vest over five years if specified stock prices are achieved over a specific number of days during the five years .

The following assumptions were used to calculate the fair value of the deferred stock awards with market conditions on the date of grant:

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Risk-free interest rate 3.67 % - 3.90 %

4.17 % 4.47 %

Volatility factors 33.37 % - 37.00 %

40.57 % 39.33 %

Weighted average expected life (in years) 4.79 4.84 5.22

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Forfeited — —

Vested ( 2,192 ) 26.56

Unvested at December 31, 2023 2,449 $ 61.05

1 unchanged sentence

Forfeited — —

Vested ( 486 ) 66.87

Unvested at December 31, 2024 1,996 $ 59.89

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The following details the components of “Other current assets”:

Inventory $ 50,145 $ 45,141

Notes receivable $ 72,918 $ 32,018

Inventory 56,576 50,145

Restricted Cash 12,786 10,685

Other 275,125 107,365

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The following details the components of “Other long-term assets”:

Investments in nonconsolidated affiliates $ 504,194 $ 447,494

Deferred income tax assets $ 450,957 $ 577,932

Investments in nonconsolidated affiliates 515,636 504,194

Notes receivable 233,113 226,021

1 unchanged sentence

Total other long-term assets $ 1,684,900 $ 1,780,966

The following details the components of “Accrued expenses”:

The following details the components of “Accrued expenses and accounts payable”:

Accrued event and talent fees expenses $ 1,069,576 $ 934,560

Accrued compensation and benefits 619,688 512,531

Accrued event expenses 934,560 1,154,861

Accrued insurance 409,629 316,967

Accrued legal 284,544 24,515

Accounts payable 253,261 242,978

Collections on behalf of others 143,610 120,873

Accrued ticket refunds 18,263 21,196

Accrued legal 47,535 284,544

Other 1,012,512 887,859

Total accrued expenses $ 3,057,334 $ 3,030,812

Total accrued expenses and accounts payable $ 3,555,811 $ 3,300,312

The following details the components of “Other current liabilities”:

Contingent and deferred purchase consideration $ 285,479 $ 40,801

Current portion of operating lease liabilities 167,764 153,406

Other 28,818 22,090

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$ 1,213,347 $ 769,019 $ 1,982,366 $ 3,303,158 $ 5,285,524

$ 4,425,854 $ 4,085,191 $ 8,511,045 $ 14,215,272 $ 22,726,317

Revenue $ 4,621,210 $ 4,160,359 $ 8,781,569 $ 14,374,056 $ 23,155,625

Long-lived assets, including

3 unchanged sentences

operating lease assets $ 819,426 $ 306,725 $ 1,126,151 $ 2,581,701 $ 3,707,852

___________________

(1) For the year ended December 31, 2023, the revision decreased our domestic revenue by $ 22.8 million.

See further discussion in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 8. Financial Statements and Supplementary Data