What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-04 · 106 added, 231 removed, 225 unchanged (60% of the section changed)

15 unchanged sentences

Executive Overview

Our third quarter was another record for the Company with operating income up 24% and AOI up 14% versus 2024.

With our largest quarter completed and the summer season wrapped, we are confident of hitting our 2025 goals.

Nearly all of our large venue content for the year is booked and our event-related deferred revenue balance of $3.5 billion is up $1.0 billion or 37% compared to September 30, 2024, demonstrating continued consumer demand for live concert experiences.

For the third quarter of 2025, revenues increased by $848.1 million, or 11%, on a reported basis as compared to the same period in 2024, from $7.7 billion to $8.5 billion.

The increase was $707.8 million, or 9%, on a constant currency basis.

Revenue growth for the quarter was largely driven by our Concerts segment with more fans and record stadium activity across over 50 markets.

Our operating income increased by 24% and AOI increased 14% versus 2024.

Revenues, operating income and AOI rose in all three of our reporting segments in the quarter as a result of higher fan count, higher ticket sales and more brand partnerships.

For the first nine months of 2025, our consolidated revenue increased by $1.4 billion, or 8%, compared to the same period in 2024, from $17.5 billion to $18.9 billion.

The increase was $1.3 billion, or 8%, on a constant currency basis.

We had consolidated operating income of $1.4 billion for the first nine months of 2025, an increase of $0.3 billion compared to the first nine months of 2024 at a reported and constant currency basis.

Consolidated AOI for the first nine months increased by $183.9 million, or 9%, compared to the same period in 2024, from $2.0 billion to $2.2 billion.

The increase was the same on a constant currency basis.

All of the segment financial comments to follow are based on reported foreign currency exchange rates.

Our Concerts segment revenue for the quarter increased by $701.9 million, or 11%, from $6.6 billion in the third quarter of 2024 to $7.3 billion in the third quarter of 2025.

The revenue increase was largely the result of more stadium shows and fans this quarter.

Similar to the second quarter, the majority of Concerts’ revenue growth came from international markets, led by Mexico and the United Kingdom.

The total number of events for the third quarter of 2025 was approximately 12,300 compared to over 12,800 in the third quarter of 2024, a decrease of approximately 500 events or 4%.

The number of fans for the quarter was 51.3 million compared to 50.1 million last year, an increase of 1.2 million or 2% driven by double-digit growth in stadium

Some of the major acts touring in the third quarter of 2025 included Oasis, The Weeknd, Chris Brown and Blackpink.

Our larger festivals in the quarter included Lollapalooza Chicago, Ocean’s Calling in Maryland, Rock Werchter in Belgium and Lowlands in the Netherlands.

Meanwhile, Concerts AOI for the quarter was $514.2 million compared to $474.1 million in the third quarter of 2024, for growth of $40.1 million or 8%.

For the first nine months of 2025, Concerts revenue grew $1.3 billion compared to the same period in 2024, from $14.4 billion to $15.7 billion.

For the first nine months of 2025, our Concerts fan count was 117.8 million compared to 111.9 million for the same period in 2024, an increase of 5.9 million fans or 5%.

Fan growth has been driven by more activity in stadiums globally with nearly 30 million fans attending one of our stadium shows so far this year.

Onsite spending at our United States amphitheater shows for the first nine months of 2025 versus 2024 grew by 8% per fan for the season, driven by higher food and beverage spending.

For our larger festivals, we saw 6% growth in per fan spend, driven largely by higher food and beverage and VIP sales.

Concerts AOI for the first nine months increased by $136.5 million, or 18%, compared to the same period in 2024, from $742.9 million to $879.4 million.

Our Ticketing segment revenue for the quarter increased by $103.9 million, or 15%, from $693.7 million in the third quarter of 2024 to $797.6 million in the third quarter of 2025.

We sold 89.1 million fee-bearing tickets, on a reported basis net of refunds, in the third quarter of 2025 compared to 85.8 million tickets in the same period of the prior year, an increase of 3.3 million tickets, or 4%.

Two-thirds of the ticket sales growth occurred in North America with the remaining one-third came from our international markets.

Fee-bearing GTV increased by 12% globally in the quarter with North America up double digits while international GTV increased by 5%.

It was our second highest ever quarter for reported GTV and our fourth highest ever with respect to ticket volume.

Ticketing AOI for the quarter was $285.9 million compared to $235.7 million last year, an increase of $50.2 million or 21%.

For the first nine months of 2025, our Ticketing segment’s revenue increased by $87.4 million compared to the same period in 2024, from $2.1 billion to $2.2 billion.

Ticketing AOI for the first nine months of 2024 increased by $16.7 million compared to the same period in 2024, from $812.4 million to $829.1 million.

For the first nine months of 2025, our fee-bearing ticket sales, on a reported basis net of refunds, were 249.9 million tickets, which was 5.1 million ahead of 2024.

We have signed clients with 26.5 million of net new tickets so far this year, of which two-thirds are in our international markets, which demonstrates that our ticketing platforms’ features and functionalities continue to fuel growth.

Our Sponsorship & Advertising segment’s revenue for the quarter increased by $52.3 million, or 13%, from $390.3 million in the third quarter of 2024 to $442.7 million in the third quarter of 2025.

The growth was largely due to an increase in festival and venue sponsorship income for North America as well as festival and access growth for continental Europe.

For the first nine months of 2025, our sponsorship growth has been driven by new and expanded ticket access deals in our international markets as well as from onsite sponsorships globally.

AOI for the quarter increased by $37.7 million, from $275.3 million in the third quarter of 2024 to $313.1 million in the third quarter of 2025.

For the nine months of 2025, our Sponsorship & Advertising segment’s revenue grew $85.5 million, or 9%, compared to the same period in 2024, from $913.9 million to $999.3 million.

Sponsorship & Advertising AOI for the first nine months increased by $48.7 million, or 8%, compared to the same period in 2024, from $627.9 million to $676.6 million.

On a full year basis, we expect AOI and operating margins to be in line with historical norms.

Our committed sponsorship sales are up over double-digits year-over-year and virtually all of our projected revenue for the year is accounted for, giving us confidence we will deliver double-digit growth for the year once again in our Sponsorship & Advertising segment.

We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model:

expanding our global platforms to connect artists and fans.

Consolidated Results of Operations

Three Months Ended September 30, % Change

As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency**

(in thousands)

Revenue $ 8,499,143 $ (140,295) $ 8,358,848 $ 7,651,087 11% 9%

Operating expenses:

Direct operating expenses 6,437,700 5,780,188 11%

Selling, general and administrative expenses 1,008,038 1,005,418 0.3%

Depreciation and amortization 165,600 137,001 21%

Gain on disposal of operating assets (14,851) (3,968) *

Corporate expenses 110,205 92,923 19%

Operating income 792,451 (12,757) 779,694 639,525 24% 22%

Operating margin 9.3% 9.3% 8.4%

Interest expense 80,291 87,961

Interest income (36,659) (36,067)

Equity in losses of nonconsolidated affiliates 5,209 13,987

Other expense (income), net 13,792 (12,268)

Income before income taxes 729,818 585,912

Income tax expense 251,840 70,229

Net income 477,978 515,683

Net income attributable to noncontrolling interests 46,520 63,878

Net income attributable to common stockholders of Live Nation $ 431,458 $ 451,805

* Percentages are not meaningful.

** Constant currency is a non-GAAP financial measure.

We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates.

We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.

Revenue increased $848.1 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to increased revenue in our Concerts segment of $701.9 million, Ticketing segment of $103.9 million and Sponsorship & Advertising segment of $52.3 million, as further discussed within each segment’s operating results.

Operating income

Operating income increased $152.9 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily driven by increased operating income in our Concerts segment of $91.2 million, Ticketing segment of $45.1 million and Sponsorship & Advertising segment of $34.2 million, as further discussed within each segment’s operating results.

Other expense (income), net

For the three months ended September 30, 2025, we had other expense, net of $13.8 million, which primarily consisted of net foreign exchange rate losses of $24.7 million partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $10.4 million.

For the three months ended September 30, 2024, we had other income, net of $12.3 million which included net foreign exchange rate gains of $12.1 million.

The first quarter was a robust start to the year for the Company.

Based on our strong pipeline of amphitheater, arena and stadium shows for the remainder of the year, coupled with our current event-related deferred revenue balance of $6.6 billion as of March 31, 2026, which is up $1.2 billion or 22% compared to March 31, 2025, we are optimistic for continued growth in the remainder of the year.

Our overall revenue grew by 12% to $3.8 billion on a reported basis, or 9% on a constant currency basis as compared to the same period of last year.

All of our reporting segments had revenue growth in the first quarter, with the majority of growth coming from additional arena show volume in Concerts.

Operating income for the quarter decreased by $485.3 million, from operating income of $114.8 million in the first quarter of 2025 to an operating loss of $370.5 million in the first quarter of 2026 primarily due to Governmental Investigations and Litigation as discussed in Note 6 – Commitments and Contingent Liabilities, which is recorded in Corporate expenses.

AOI for the quarter grew by 9% or $29.9 million.

Our Concerts segment revenue for the quarter increased by $291.5 million, or 12%, from $2.5 billion in the first quarter of 2025 to $2.8 billion in the first quarter of 2026.

The revenue increase was largely the result of more arena shows in North America and Europe.

The number of events for the first quarter of 2026 was approximately 11,400, essentially flat compared to last year.

The number of fans for the quarter was 23.8 million compared to approximately 22.3 million last year, an increase of 1.5 million fans or 7%.

Two-thirds of the increase was in North America while the remainder was in Europe.

Some of the notable acts touring in the first quarter included Harry Styles, Bad Bunny, AC/DC and Twice.

Concerts AOI for the first quarter of 2026 was $2.9 million compared to $6.6 million in the first quarter of 2025.

Early in the second quarter of 2026, our ticket sales for events playing off in calendar year 2026 are pacing up high single-digits compared to last year while our event related deferred revenue is up double-digits, giving us confidence that we are positioned for another record Concerts year.

Our Ticketing segment revenue for the quarter increased by $70.3 million, or 10%, from $694.7 million in the first quarter of 2025 to $765.0 million in the first quarter of 2026.

AOI increased by $2.5 million, or 1%, from $253.1 million in the first quarter of 2025 to $255.6 million in the first quarter of 2026.

The increase resulted from an increase in ticket sales globally, driven by more concerts activity in North America along with more sports activity in our international markets.

ticket results were tempered by proactive efforts to continue reducing scalping activity and improving bot mitigation.

We sold approximately 80.6 million fee-bearing tickets in the first quarter of 2026 compared to 77.5 million tickets in the same period of the prior year, an increase of 3.1 million tickets or 4% growth.

Ticketing’s deferred GTV is up nearly 30% year-over-year as of the end of the first quarter.

In the first quarter of 2026, we signed 8.0 million net new tickets of which 80% came from our international markets.

With a strong first quarter of 2026, ticket sales pacing up year-over-year and deferred revenue at an all time high, our Ticketing segment is poised for a successful year overall.

Our Sponsorship & Advertising segment revenue for the quarter increased by $42.5 million, or 20%, from $216.1 million in the first quarter of 2025 to $258.6 million in the first quarter of 2026.

The improvement was largely due to increased festival sponsorship in Latin America as well as additional venue sponsorship across multiple markets.

Our committed sponsorship sales are up over double-digits year-over-year, giving us confidence we will deliver growth for 2026 once again in our Sponsorship & Advertising segment.

AOI for the quarter increased by $28.6 million, or 21%, from $136.0 million in the first quarter of 2025 to $164.6 million in the first quarter of 2026.

We are optimistic about the long-term potential of our Company and are focused on expanding our global platforms to connect artists and fans.

Consolidated Results of Operations

Nine Months Ended September 30, % Change

Three Months Ended March 31, % Change

As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency**

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Corporate expenses 560,294 86,236 *

Operating income 1,393,873 (2,246) 1,391,627 1,063,954 31% 31%

Operating income (loss) (370,516) 12,698 (357,818) 114,769 * *

Operating margin (9.8)% (9.7)% 3.4%

1 unchanged sentence

Interest income (39,467) (34,061)

Equity in losses of nonconsolidated affiliates 462 8,527

Equity in losses (earnings) of nonconsolidated affiliates 2,883 (479)

Other expense (income), net (12,351) 2,953

Income before income taxes 1,216,217 1,040,618

Income tax expense 389,196 191,412

Net income 827,021 849,206

Income (loss) before income taxes (412,103) 66,013

Income tax expense (benefit) (32,085) 19,711

Net income (loss) (380,018) 46,302

Net income attributable to noncontrolling interests 9,086 23,099

Net income attributable to common stockholders of Live Nation $ 698,072 $ 695,300

Net income (loss) attributable to common stockholders of Live Nation $ (389,104) $ 23,203

* Percentages are not meaningful.

2 unchanged sentences

We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.

Revenue increased $1.4 billion during the nine months ended September 30, 2025 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $1.3 billion, Ticketing segment of $87.4 million and Sponsorship & Advertising segment of $85.5 million, as further discussed within each segment’s operating results.

Revenue increased $410.9 million during the three months ended March 31, 2026 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $291.5 million, Ticketing segment of $70.3 million and Sponsorship & Advertising segment of $42.5 million, as further discussed within each segment’s operating results.

Operating income

Operating income increased $329.9 million during the nine months ended September 30, 2025 as compared to the same period of the prior year, primarily driven by increased operating income in our Concerts segment of $373.4 million and Sponsorship & Advertising segment of $48.3 million.

These were partially offset by higher certain acquisition expenses of $78.0 million as well as decreased operating income in our Ticketing segment of $1.1 million, as further discussed within each segment’s operating results.

Other expense (income), net

For the nine months ended September 30, 2025, we had other expense, net of $53.1 million, which primarily consisted of net foreign exchange rate losses of $59.2 million.

For the nine months ended September 30, 2024, we had other income, net of $110.1 million, which primarily included mark to market adjustments for certain investments in nonconsolidated affiliates of $94.7 million and net foreign exchange rate gains of $14.7 million.

Operating income decreased $485.3 million during the three months ended March 31, 2026 as compared to the same period of the prior year, primarily associated with Governmental Investigations and Litigation as discussed in Note 6 – Commitments and Contingent Liabilities, increased operating loss in our Concerts segment of $30.1 million and decreased operating income in our Ticketing segment of $7.4 million.

These were partially offset by increased operating income in our Sponsorship & Advertising segment of $25.5 million, as further discussed within each segment’s operating results.

Income tax expense

For the nine months ended September 30, 2025, we had a net tax expense of $389.2 million on income before income taxes of $1.2 billion compared to a net tax expense of $191.4 million on income before income taxes of $1.0 billion for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, the income tax expense consisted of $251.4 million related to foreign entities, $111.8 million related to United States federal taxes and $26.0 million related to state and local income taxes.

The net increase of $197.8 million is attributable to an increase in non-deductible expenses in the United States primarily related to legal matters as well as an increase in performance share awards vesting during 2025.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests decreased $25.0 million during the nine months ended September 30, 2025 as compared to the prior year primarily due to lower show activity from certain concert businesses during 2025 as compared to the prior year.

For the three months ended March 31, 2026, we recorded a net income tax benefit of $32.1 million on pretax loss of $412.1 million, compared to a net income tax expense of $19.7 million on pretax income of $66.0 million for the three months ended March 31, 2025.

The net decrease in income tax expense of $51.8 million was primarily due to pretax losses in 2026 compared to pretax income in the prior year.

Non-GAAP Measure

1 unchanged sentence

Consolidated AOI is a non-GAAP financial measure that we define as consolidated 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 and expenses for regulatory compliance matters associated with the provision for 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 6 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.

We use AOI to evaluate the performance of our operating segments.

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thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table sets forth the reconciliation of consolidated operating income (loss) to consolidated AOI for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands)

Operating income $ 792,451 $ 639,525 $ 1,393,873 $ 1,063,954

Operating income (loss) $ (370,516) $ 114,769

Acquisition expenses 69,424 29,757

2 unchanged sentences

Gain on sale of operating assets (6,022) (2,202)

Astroworld estimated loss contingencies (553) — (8,353) 279,915

Governmental Investigations and Litigation 450,000 —

Stock-based compensation expense 32,777 24,550

6 unchanged sentences

Concerts direct operating expenses include artist fees, event production costs, show-related marketing and advertising expenses, along with other costs.

To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of operated and third-party venues, talent fees, average paid attendance, market ticket pricing, advance ticket sales and the number of major artist clients under management.

To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of operated and third-party venues, talent fees, average paid attendance, ticket pricing and mix, advance ticket sales and the number of major artist clients under management.

In addition, at our operated venues and festivals, we monitor ancillary revenue per fan and premium ticket sales.

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GTV represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge.

We use GTV and average ticket prices to understand trends in our service charge revenue and service charge revenue per ticket.

We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.

Ticketing direct operating expenses include call center costs and credit card fees, along with other costs.

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands except estimated events)

1 unchanged sentence

North America (2)

8,874 9,664 24,963 26,831

International 4,515 4,230

2 unchanged sentences

North America (2)

31,790 32,900 64,123 66,978

International 13,874 13,255

16 unchanged sentences

Three Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2025 2024 2025 2024

(in thousands) (in thousands)

(in thousands)

Revenue $ 2,775,526 $ 2,484,076 12%

3 unchanged sentences

Gain on disposal of operating assets (6,015) (2,198) *

Operating income $ 386,408 $ 295,171 31% $ 482,719 $ 109,286 *

Operating loss $ (137,983) $ (107,900) (28)%

Operating margin (5.0)% (4.3)%

2 unchanged sentences

* Percentages are not meaningful.

Concerts revenue increased $701.9 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows and fans.

Concerts had incremental revenue of $275.0 million during the three months ended September 30, 2025 from acquisitions and new venues.

Operating results

Concerts AOI increased $40.1 million and operating income increased $91.2 million during the three months ended September 30, 2025 as compared to the same period of the prior year.

The increase in AOI was primarily driven by higher revenue as discussed above, partially offset by an increase in direct operating expenses to support more stadium shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses.

The remaining change in operating income outside of AOI of $51.1 million is primarily associated with lower acquisition expenses of $73.6 million, mostly due to contingent consideration changes in the prior year, partially offset by higher depreciation and amortization expense of $23.8 million related to capital expenditures incurred to support the increased operations.

Concerts revenue increased $1.3 billion during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows and fans.

Concerts had incremental revenue of $412.8 million during the nine months ended September 30, 2025 from acquisitions and new venues.

Concerts revenue increased $291.5 million during the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to more arena shows and fans.

Concerts had incremental revenue of $189.0 million during the three months ended March 31, 2026 from acquisitions and newly opened venues.

Operating results

Concerts AOI increased $136.5 million and operating income increased $373.4 million during the nine months ended September 30, 2025 as compared to the same period of the prior year.

The increase in AOI was primarily driven by higher revenue as discussed above, partially offset by increased direct operating expenses to support more stadium shows and fan growth at events.

The remaining change in operating income outside of AOI of $236.9 million is primarily associated with the nonrecurring Astroworld estimated loss contingencies in the prior year as well as lower acquisition expenses of $31.2 million, mostly due to contingent consideration changes in the prior year.

These were partially offset by higher depreciation and amortization expense of $55.2 million related to capital expenditures incurred to support the increased operations and higher stock-based compensation of $39.7 million.

Concerts AOI decreased $3.7 million and operating loss increased $30.1 million during the three months ended March 31, 2026 as compared to the same period of the prior year.

The decrease in AOI was primarily driven by higher direct operating expenses to support more arena shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses.

The remaining change in operating loss outside of AOI of $26.4 million is primarily associated with higher depreciation and amortization expense of $13.4 million related to our ongoing venue build and upgrade program.

Our Ticketing segment operating results were, and discussions of significant variances are, as follows:

Three Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2025 2024 2025 2024

(in thousands) (in thousands)

(in thousands)

Revenue $ 765,016 $ 694,672 10%

2 unchanged sentences

Depreciation and amortization 28,095 25,437 10%

Loss (Gain) on disposal of operating assets (1) (17) (94)% (6) 29 *

Gain on disposal of operating assets (7) (4) 75%

Operating income $ 188,470 $ 195,846 (4)%

2 unchanged sentences

AOI margin 33.4% 36.4%

* Percentages are not meaningful.

Ticketing revenue increased $103.9 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to higher primary ticket sales in North America and Latin America markets.

Operating results

Ticketing AOI increased $50.2 million and operating income increased $45.1 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily driven by an increase in revenue discussed above partially offset by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing.

Ticketing revenue increased $87.4 million during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to higher primary ticket sales in North America and international markets.

Ticketing revenue increased $70.3 million during the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to higher primary ticket sales driven by more concerts activity in North America and sports activity in international markets.

Operating results

Ticketing AOI increased $16.7 million and operating income decreased $1.1 million during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily driven by higher revenue discussed above partially offset by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing.

Ticketing AOI increased $2.5 million and operating income decreased $7.4 million during the three months ended March 31, 2026 as compared to the same period of the prior year primarily driven by higher revenue discussed above.

This was partially offset by an increase in direct operating expenses due to higher credit card expenses from greater ticket sales as well as an increase in selling, general and administrative expenses related to higher salary expense.

Sponsorship & Advertising

1 unchanged sentence

Three Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2025 2024 2025 2024

(in thousands) (in thousands)

(in thousands)

Revenue $ 258,593 $ 216,066 20%

2 unchanged sentences

Depreciation and amortization 16,871 14,234 19%

Loss on disposal of operating assets — 23 (100)% — 39 (100)%

Operating income $ 145,090 $ 119,571 21%

2 unchanged sentences

AOI margin 63.6% 62.9%

Sponsorship & Advertising revenue increased $52.3 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in North America and mainland Europe, notably for our operated venues and festivals as well as ticket onsale deals.

Operating results

Sponsorship & Advertising AOI increased $37.7 million and operating income increased $34.2 million during the three months ended September 30, 2025 as compared to the same period of the prior year.

These increases were primarily due to increased revenues from sponsorship activity discussed above.

Sponsorship & Advertising revenue increased $85.5 million during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in North America and international markets, notably for our operated venues and festivals as well as ticket onsale deals.

Sponsorship & Advertising revenue increased $42.5 million during the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to increased festival sponsorships in international markets as well as venue sponsorship deals across multiple markets.

Operating results

Sponsorship & Advertising AOI increased $48.7 million and operating income increased $48.3 million during the nine months ended September 30, 2025 as compared to the same period of the prior year.

Sponsorship & Advertising AOI increased $28.6 million and operating income increased $25.5 million during the three months ended March 31, 2026 as compared to the same period of the prior year.

These increases were primarily due to increased revenues from sponsorship activity discussed above.

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We may from time to time engage in open market purchases of our outstanding debt securities or redeem or otherwise repay such debt.

Our balance sheet reflects cash and cash equivalents of $6.8 billion and short-term investments of $67.6 million at September 30, 2025, and cash and cash equivalents of $6.1 billion at December 31, 2024.

Included in the September 30, 2025 and December 31, 2024 cash and cash equivalents balances are $2.1 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, which we refer to as client cash.

Our balance sheet reflects cash and cash equivalents of $9.1 billion and $7.1 billion and short-term investments of $43.8 million and $76.6 million at March 31, 2026 and December 31, 2025, respectively.

Included in the March 31, 2026 and December 31, 2025 cash and cash equivalents balances are $1.8 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, which we refer to as client cash.

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

Our foreign subsidiaries held approximately $4.1 billion in cash and cash equivalents, excluding client cash, at September 30, 2025.

Our foreign subsidiaries held approximately $5.6 billion in cash and cash equivalents, excluding client cash, at March 31, 2026.

We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign withholding or transaction taxes on future repatriations.

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If the original maturity of these borrowings is 90 days or less, we present the borrowings and subsequent repayments on a net basis in the statement of cash flows to better represent our financing activities.

Our balance sheet reflects total net debt of $7.4 billion and $6.4 billion at September 30, 2025 and December 31, 2024, respectively.

Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.5% at September 30, 2025, with approximately 80.6% of our debt at fixed rates.

Our weighted-average cost of debt for short-term borrowings outstanding at September 30, 2025, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.4%.

Our balance sheet reflects total net debt of $8.5 billion and $8.2 billion at March 31, 2026 and December 31, 2025, respectively.

Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.2% at March 31, 2026, with approximately 83.3% of our debt at fixed rates.

Our weighted-average cost of debt for short-term borrowings outstanding at March 31, 2026, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.5%.

Our cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of cash in our operating accounts and invested cash.

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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 $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 4.50x.

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%.

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.

Based on our outstanding letters of credit of $20.5 million, $904.5 million was available for future borrowings from our revolving credit facility as of September 30, 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.

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 “multicurrency revolving facility”), (ii) a $400 million venue expansion revolving credit facility (the “venue expansion revolving facility” and together with the multicurrency revolving facility, the “revolving facilities”), (iii) a $700 million delayed draw term loan A facility (the “delayed draw term loan A facility”), and (iv) a $1.3 billion term loan B facility (the “term loan B facility” and together with the revolving facilities and the delayed draw term loan A facility, the “senior secured credit facilities”).

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

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

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

The revolving facilities and the 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 revolving facilities and the 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 term loan B facility matures on October 21, 2032.

The interest rates per annum applicable to the revolving facilities and the 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 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 facility does not exceed 3.445% through October 2026.

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

Based on our outstanding letters of credit of $11.7 million, $1.69 billion was available for future borrowings from our revolving facilities as of March 31, 2026.

Commencing at the earlier of (i) the date on which the commitments under the 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 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 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 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.

Debt Covenants

As of September 30, 2025, we believe we were in compliance with all of our debt covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes.

As of March 31, 2026, we believe we were in compliance with all of our debt covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes.

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

Subsequent Events

2.875% Convertible Senior Notes due 2031

On October 10, 2025, we issued $1.4 billion aggregate principal amount of 2.875% Convertible Senior Notes due 2031 (the “Notes”).

In conjunction with this issuance, we intend to use the net proceeds from the Notes, together with borrowings under the new senior secured credit facility detailed below, (i) to fund the redemption (the “Redemption”) in full of all of the Company’s 2026 Notes, (ii) to repay in full amounts outstanding under the Company’s term loan B facility and the revolving credit facilities under the Company’s existing senior secured credit facility, (iii) to pay related fees and expenses in connection with the uses described in clauses (i) and (ii), and (iv) for general corporate purposes.

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

The 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.

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.

We may redeem for cash all or any portion of the 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.

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 Notes, the holders of the Notes may require us to purchase for cash all or a portion of the Notes, subject to specified exceptions, at a repurchase price equal to the principal amount of the Notes plus accrued and unpaid interest, if any.

5.625% Senior Notes due 2026 Note Redemption

In connection with the Redemption, on October 9, 2025, the Company issued a notice of conditional full redemption to redeem the 2026 Notes on November 8, 2025 (the “Redemption Date”) at a redemption price determined in accordance with the indenture governing the 2026 Notes plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

Senior Secured Credit Facility

On August 14, 2025, we drew down $775.0 million from our existing senior secured credit facility 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.

On October 21, 2025, we amended, amended and restated and refinanced, our existing senior secured credit facility and entered into an amended and restated credit agreement (the “2025 Credit Agreement”).

The 2025 Credit Agreement provides for, among other things, (i) a $1.3 billion term loan B facility (the “new term loan B facility”), (ii) a $700.0 million delayed draw term loan A facility (the “new delayed draw term loan A facility”), (iii) a $1.3 billion multicurrency revolving credit facility (the “new multicurrency revolving credit facility”), and (iv) a $400.0 million venue expansion revolving credit facility (the “new venue expansion revolving credit facility” and together with the new multicurrency revolving credit facility, the “new revolving credit facilities”).

We are required to pay a commitment fee of 0.35% per year 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.

The 2025 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 2025 Credit Agreement) that ranges from 6.75x to 5.25x, with the first measurement occurring after the quarter ended March 31, 2026, the first step down of 0.50x occurring on March 31, 2027 and additional step downs of 0.50x occurring annually thereafter.

The new revolving facilities and new delayed draw term loan A facility mature on October 21, 2030 if certain conditions are met in accordance with the 2025 Credit Agreement.

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

Upon closing of the 2025 Credit Agreement, the new term B loan facility of $1.3 billion was fully drawn while the new delayed draw term loan A facility and the new revolving credit facilities were undrawn.

During the nine months ended September 30, 2025, we completed various acquisitions that resulted in cash paid, net of cash acquired of $68.3 million.

Subsequent Event

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

During the three months ended March 31, 2026, we completed various acquisitions that resulted in cash paid, net of cash acquired of $113.2 million.

Capital Expenditures

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Our capital expenditures, including accruals for amounts incurred but not yet paid for, but net of expenditures funded by outside parties such as landlords and noncontrolling interest partners or expenditures funded by insurance proceeds, consisted of the following:

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

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Total capital expenditures $ 249,257 $ 140,880

Revenue generating capital expenditures during the first nine months of 2025 increased from the same period of the prior year primarily due to venue expansion and enhancements across North America and Latin America.

We expect capital expenditures to be approximately $1.0 billion for the year ending December 31, 2025 with approximately 85% dedicated to revenue generating projects, including $700 million to $800 million of spend relating to our venue expansion and enhancement plans.

Some of the more significant projects in 2025 include an extensive renovation of an arena in Hamilton, Ontario in Canada and the new Riverside Amphitheater outside of Kansas City, Missouri which will open in 2026.

Approximately $200 million of our capital expenditure estimate is being funded outside our cash flow by third party equity partners, pre-selling certain premium rights and project-based debts.

Nine Months Ended

September 30,

Revenue generating capital expenditures during the first three months of 2026 increased from the same period of the prior year primarily due to venue expansion and enhancements across the United States, Latin America and Europe.

We expect capital expenditures to be approximately $1.1 billion to $1.2 billion for the year ending December 31, 2026 with approximately 85% dedicated to revenue generating projects, including $800 million to $850 million of spend relating to our venue expansion and enhancement plans.

Approximately $250 million of our capital expenditure estimate is being funded outside our cash flow by third party equity partners, sponsors, pre-selling certain premium rights and project-based debt.

Three Months Ended

(in thousands)

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Operating Activities

Cash provided by operating activities increased $769.0 million for the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to changes in operating assets and liabilities from timing of events on sale, payments and receipts as well as lower gain on mark-to-market of investments in nonconsolidated affiliates and higher deferred income taxes.

Cash provided by operating activities increased $1.0 billion for the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to changes in operating assets and liabilities from timing of events on sale, payments and receipts partially offset by an overall decrease in net income and lower deferred income taxes.

Investing Activities

Cash used in investing activities increased $190.0 million for the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to higher purchases of property, plant and equipment for revenue generating capital expenditures partially offset by lower advances of notes receivable due to timing.

Cash used in investing activities increased $200.3 million for the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to higher purchases of property, plant and equipment for revenue generating capital expenditures as well as an increase in acquisitions.

See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.

Financing Activities

Cash used in financing activities decreased $369.7 million for the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to the draw down of $775.0 million from our revolving credit facility as well as lower payments on debt.

These were partially offset by higher purchases of noncontrolling interests including the acquisition of an additional 24% interest in OCESA from CIE.

See “—Sources of Cash” above for further discussion.

Cash provided by financing activities for the three months ended March 31, 2026 was $117.5 million compared to cash used in financing activities for the three months ended March 31, 2025 of $173.2 million primarily due to higher existing debt proceeds as well as lower debt payments.

Information regarding the seasonality of our business can be found in Part I—Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.

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As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations.

We operate in certain countries that are hyper-inflationary, however the impact of these currencies did not have a material impact on our statement of operations for the three and nine months ended September 30, 2025 and 2024.

Our foreign operations reported an operating income of $575.2 million for the nine months ended September 30, 2025.

We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the nine months ended September 30, 2025 by $57.5 million.

As of September 30, 2025, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and Mexican Peso.

We operate in certain countries that are hyper-inflationary, however the impact of these currencies did not have a material impact on our statement of operations for the three months ended March 31, 2026 and 2025.

Our foreign operations reported an operating loss of $130.0 million for the three months ended March 31, 2026.

We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating loss for the three months ended March 31, 2026 by $13.0 million.

As of March 31, 2026, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and Mexican Peso.

This analysis does not consider the implication such currency fluctuations could have on the overall economic conditions of the United States or other foreign countries in which we operate or on the results of operations of our foreign entities.

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We primarily use forward currency contracts, in addition to options, to reduce our exposure to foreign currency risk associated with short-term artist fee commitments.

At September 30, 2025, we had forward currency contracts outstanding with an aggregate notional amount of $471.7 million.

At March 31, 2026, we had forward currency contracts outstanding with an aggregate notional amount of $944.2 million.

Interest Rate Risk

Our market risk is also affected by changes in interest rates.

We had $7.4 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of September 30, 2025.

We had $8.6 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of March 31, 2026.

Of the total amount, we had $7.2 billion of fixed-rate debt and $1.4 billion of floating-rate debt.

Based on the amount of our floating-rate debt as of September 30, 2025, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.6 million.

This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of September 30, 2025 with no subsequent change in rates for the remainder of the period.

Based on the amount of our floating-rate debt as of March 31, 2026, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.6 million.

This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of March 31, 2026 with no subsequent change in rates for the remainder of the period.

In January 2020, we entered into an interest rate swap agreement that is designated as a cash flow hedge for accounting purposes to effectively convert a portion of our floating-rate debt to a fixed-rate basis.

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

Accounting and Other Pronouncements

Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.

In 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.

Based on the Company’s current analysis, the current Pillar Two rules do not have a material impact on the Company’s financial statements for the current period.

Critical Accounting Policies and Estimates

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Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Annual Report on Form 10-K filed with the SEC on February 19, 2026.

There have been no changes to our critical accounting policies during the nine months ended September 30, 2025.

There have been no changes to our critical accounting policies during the three months ended March 31, 2026.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis