Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and our board of directors.
Based on their evaluation as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible errors and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting. The attestation report is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Live Nation Entertainment, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Live Nation Entertainment, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 19, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 19, 2026
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ITEM 9B. OTHER INFORMATION
No director or officer adopted or terminated any Rule 10b5-1 plan, or any other written trading arrangement that meets the requirements of a “ non-Rule 10b5-1 trading arrangement” during the fourth quarter of the fiscal year ended December 31, 2025.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than the information set forth under Item 1. Business—Information About Our Executive Officers, the information required by this Item is incorporated by reference to our Definitive Proxy Statement, expected to be filed within 120 days of our fiscal year end.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to our Definitive Proxy Statement, expected to be filed within 120 days of our fiscal year end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to our Definitive Proxy Statement, expected to be filed within 120 days of our fiscal year end.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to our Definitive Proxy Statement, expected to be filed within 120 days of our fiscal year end.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated by reference to our Definitive Proxy Statement, expected to be filed within 120 days of our fiscal year end.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)1. Financial Statements.
The following consolidated financial statements are included in Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
47
Consolidated Balance Sheets as of December 31, 2025 and 2024
49
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
50
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
51
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 and 2023
52
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
53
Notes to Consolidated Financial Statements
54
(a)2. Financial Statement Schedule.
The following financial statement schedule for the years ended December 31, 2025, 2024 and 2023 is filed as part of this report and should be read in conjunction with the consolidated financial statements.
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.
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LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
Description Balance at Beginning of Period Charges of Costs, Expenses and Other Write-off of Accounts Receivable Other Balance at End of Period
(in thousands)
Year ended December 31, 2023 $ 63,294 $ 32,645 $ ( 10,771 ) $ ( 2,818 ) $ 82,350
Year ended December 31, 2024 $ 82,350 $ 10,430 $ ( 22,901 ) $ 2,784 $ 72,663
Year ended December 31, 2025 $ 72,663 $ 16,330 $ ( 17,647 ) $ 2,566 $ 73,912
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LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Deferred Tax Asset Valuation Allowance
Description Balance at Beginning of Period Charges of Costs, Expenses and Other Deletions Other (1)
Balance at End of Period
(in thousands)
Year ended December 31, 2023 $ 1,240,881 $ ( 93,450 ) $ — $ 46,943 $ 1,194,374
Year ended December 31, 2024 $ 1,194,374 $ ( 650,231 ) $ — $ 25,352 $ 569,495
Year ended December 31, 2025 $ 569,495 $ 18,040 $ — $ ( 250 ) $ 587,285
____________
(1) During 2025, 2024 and 2023, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.
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(a)3. Those exhibits required by Item 601 of Regulation S-K
Incorporated by Reference
Exhibit
No. Exhibit Description Form File No. Exhibit
No. Filing Date Filed
Herewith
3.1 Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended.
10-K 001-32601 3.1 2/25/2010
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc.
8-K 001-32601 3.1 6/7/2013
3.3 Sixth Amended and Restated Bylaws of Live Nation Entertainment, Inc.
8-K 001-32601 3.1 6/17/2022
4.1 Form of Certificate of Designations of Series A Junior Participating Preferred Stock.
8-K 001-32601 4.2 12/23/2005
4.2 Description of Securities.
10-K 001-32601 4.2 3/01/2021
10.1 Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc.
8-K 001-32601 10.2 2/13/2009
10.2 Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC.
8-K 001-32601 10.1 1/29/2010
10.3 Form of Indemnification Agreement.
10-K 001-32601 10.23 2/25/2010
10.4 § Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 21, 2024.
8-K 001-32601 10.1 6/14/2024
10.5 § Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.
S-8 333-164507 10.1 1/26/2010
10.6 § Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.
10-Q 001-32601 10.1 11/4/2010
10.7 § Form Stock Option Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 21, 2024.
10-Q 001-32601 10.2 6/14/2024
10.8 § Form Restricted Stock Award Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 21, 2024.
10-Q 001-32601 10.3 6/14/2024
10.9 § Form Stock Option Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.
10-Q 001-32601 10.4 5/6/2021
10.10 § Form Restricted Stock Award Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.
10-Q 001-32601 10.5 5/6/2021
10.11 § Form of Performance Share Award Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 21, 2024.
8-K 001-32601 10.4 6/14/2024
10.12 § Amended and Restated Live Nation, Inc. Stock Bonus Plan.
8-K 001-32601 10.1 1/25/2010
10.13 § Employment Agreement, entered into July 1, 2022, by and between Live Nation Entertainment, Inc. and Michael Rapino.
8-K 001-32601 10.1 7/6/2022
10.14 § Performance Share Award Agreement, entered into July 1, 2022, by and between Live Nation Entertainment, Inc. and Michael Rapino.
8-K 001-32601 10.2 7/6/2022
10.15 § Employment Agreement, effective as of January 1, 2023, by and between Live Nation Entertainment, Inc. and Joe Berchtold .
8-K 001-32601 10.1 12/23/2022
100
Incorporated by Reference
Exhibit
No. Exhibit Description Form File No. Exhibit
No. Filing Date Filed
Herewith
10.16 § Employment Agreement, effective as of January 1, 2023, by and between Live Nation Entertainment, Inc. and Michael Rowles.
8-K 001-32601 10.2 12/23/2022
10.17 § Employment Agreement, effective as of January 1, 2022, between Live Nation Worldwide, Inc. and Brian Capo.
10-Q 001-32601 10.1 5/5/2022
10.18 § Employment Agreement, effective as of January 1, 2024, between Live Nation Entertainment, Inc. and John Hopmans.
8-K 001-32601 10.1 10/13/2023
10.19 Amended and Restated Credit Agreement entered into as of October 21, 2015, among Live Nation Entertainment, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Letter of Credit Issuer, the Other Lenders and Letter of Credit Issuers party thereto.
X
10.20 Indenture dated as of October 17, 2019 by and among Live Nation Entertainment, Inc., the Guarantors and U.S. Bank National Association, as trustee.
10-K 001-32601 10.47 2/27/2020
10.21 First Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank National Association, as trustee.
10-Q 001-32601 10.5 8/5/2020
10.22 Second Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee.
10-K 001-32601 10.55 2/22/2024
10.23 Third Supplemental Indenture, entered into as of October 21, 2025, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee.
X
10.24 Indenture, dated as of May 20, 2020 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and U.S. Bank National Association, as trustee and notes collateral agent.
10-Q 001-32601 10.2 8/5/2020
10.25 First Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.
10-K 001-32601 10.58 2/22/2024
10.26 Second Supplemental Indenture, entered into as of October 21, 2025, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.
X
10.27 Indenture, dated as of January 4, 2021 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and U.S. Bank National Association, as trustee and notes collateral agent.
10-Q 001-32601 10.1 5/6/2021
10.28 First Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.
10-K 001-32601 10.60 2/22/2024
10.29 Second Supplemental Indenture, entered into as of October 21 , 2025, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.
X
101
Incorporated by Reference
Exhibit
No. Exhibit Description Form File No. Exhibit
No. Filing Date Filed
Herewith
10.30 Indenture, dated as of January 12, 2023 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and HSBC Bank USA National Association, as trustee.
10-Q 001-32601 10.1 5/4/2023
10.31 Form of Base Capped Call Confirmation.
10-Q 001-32601 10.2 5/4/2023
10.32 Form of Additional Capped Call Confirmation.
10-Q 001-32601 10.3 5/4/2023
10.33 Indenture, dated as of December 6, 2024 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and HSBC Bank USA National Association, as trustee.
10-K 001-32601 10.49 2/21/2025
10.34 Indenture, dated as of October 10, 2025 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and HSBC Bank USA National Association, as trustee.
X
14.1 Code of Business Conduct and Ethics.
10-K 001-32601 14.1 3/01/2021
19.1 Insider Trading Policy.
10-K 001-32601 96 2/22/2024
21.1 Subsidiaries of the Company.
X
23.1 Consent of Ernst & Young LLP.
X
24.1 Power of Attorney (see signature page). X
31.1 Certification of Chief Executive Officer.
X
31.2 Certification of Chief Financial Officer.
X
32.1 Section 1350 Certification of Chief Executive Officer.
X
32.2 Section 1350 Certification of Chief Financial Officer.
X
97 Policy for Recovery of Erroneously Awarded Compensation.
10-K 001-32601 97 2/22/2024
101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. X
101.SCH XBRL Taxonomy Schema Document. X
101.CAL XBRL Taxonomy Calculation Linkbase Document. X
101.DEF XBRL Taxonomy Definition Linkbase Document. X
101.LAB XBRL Taxonomy Label Linkbase Document. X
101.PRE XBRL Taxonomy Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
§ Management contract or compensatory plan or arrangement.
We have not filed long-term debt instruments of our subsidiaries where the total amount under such instruments is less than ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. However, we will furnish a copy of such instruments to the Commission upon request.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 19, 2026.
LIVE NATION ENTERTAINMENT, INC.
By: /s/ Michael Rapino
Michael Rapino
President and Chief Executive Officer
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Table of Contents
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael Rapino and Joe Berchtold, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Michael Rapino
Michael Rapino
President, Chief Executive Officer
and Director February 19, 2026
/s/ Joe Berchtold
Joe Berchtold
Chief Financial Officer February 19, 2026
/s/ Brian Capo
Brian Capo
Chief Accounting Officer February 19, 2026
/s/ Maverick Carter
Maverick Carter
Director February 19, 2026
/s/ Ping Fu
Ping Fu
Director February 19, 2026
/s/ Richard A Grenell
Richard A. Grenell
Director February 19, 2026
/s/ Jeffrey T. Hinson
Jeffrey T. Hinson
Director February 19, 2026
/s/ Chad Hollingsworth
Chad Hollingsworth
Director February 19, 2026
/s/ Jimmy Iovine
Jimmy Iovine
Director February 19, 2026
/s/ James S. Kahan
James S. Kahan
Director February 19, 2026
/s/ Randall T. Mays
Randall T. Mays
Director February 19, 2026
/s/ Richard A. Paul
Richard A. Paul
Director February 19, 2026
/s/ Carl E. Vogel
Carl E. Vogel
Director February 19, 2026
/s/ Latriece Watkins
Latriece Watkins
Director February 19, 2026
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