What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-30 compared with 2026-05-05 · 178 added, 71 removed, 471 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

ASSETS (in thousands)

42 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands except share and per share data)

6 unchanged sentences

Corporate expenses 105,817 147,719 666,111 233,955

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

Operating income 521,917 486,653 151,401 601,422

Interest expense 97,230 72,048 187,752 152,391

2 unchanged sentences

Other expense (income), net ( 55,664 ) 36,380 ( 68,015 ) 39,333

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

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

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

Income before income taxes 518,601 420,386 106,498 486,399

Income tax expense 115,717 117,645 83,632 137,356

Net income 402,884 302,741 22,866 349,043

Net income attributable to noncontrolling interests 108,438 59,330 117,524 82,429

Net income (loss) attributable to common stockholders of Live Nation $ 294,446 $ 243,411 $ ( 94,658 ) $ 266,614

Basic and diluted net loss per common share available

to common stockholders of Live Nation $ ( 1.85 ) $ ( 0.32 )

Basic net income (loss) per common share available to common stockholders of Live Nation $ 1.06 $ 0.41 $ ( 0.78 ) $ 0.09

Diluted net income (loss) per common share available to common stockholders of Live Nation $ 1.05 $ 0.41 $ ( 0.78 ) $ 0.09

Weighted average common shares outstanding:

Basic and diluted 232,400,991 231,220,841

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

Basic 232,838,912 231,845,412 232,621,161 231,534,852

Diluted 244,036,331 234,417,428 232,621,161 234,658,608

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

Net income (loss) attributable to common stockholders of Live Nation $ 294,446 $ 243,411 $ ( 94,658 ) $ 266,614

Accretion of redeemable noncontrolling interests ( 46,544 ) ( 147,801 ) ( 87,823 ) ( 245,895 )

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

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

$ 247,902 $ 95,610 $ ( 182,481 ) $ 20,719

Convertible debt interest, net of tax 8,467 — — —

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

$ 256,369 $ 95,610 $ ( 182,481 ) $ 20,719

See Notes to Consolidated Financial Statements

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

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

Other comprehensive income (loss), net of tax:

Net income $ 402,884 $ 302,741 $ 22,866 $ 349,043

Other comprehensive income, net of tax:

Unrealized gain (loss) on cash flow hedge 120 251 1,097 ( 1,253 )

3 unchanged sentences

Comprehensive income attributable to noncontrolling interests

108,438 59,330 117,524 82,429

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

6 unchanged sentences

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

Balances at March 31, 2026 233,265,589 $ 2,333 $ 1,405,279 $ ( 1,431,082 ) $ ( 30,396 ) $ ( 85,538 ) $ 621,222 $ 481,818 $ 951,724

Non-cash and stock-based compensation — — 60,161 — — — — 60,161 —

Common stock issued under stock plans, net of shares withheld for employee taxes 114,809 1 ( 16,182 ) — — — — ( 16,181 ) —

Exercise of stock options 147,256 1 4,273 — — — — 4,274 —

Acquisitions — — — — — — 37,901 37,901 97,412

Purchases of noncontrolling interests — — ( 16,603 ) — — — 1,087 ( 15,516 ) 6,863

Redeemable noncontrolling interests fair value adjustments — — ( 47,835 ) — — — — ( 47,835 ) 47,833

Contributions received — — — — — — 16,480 16,480 —

Cash distributions — — — — — — ( 93,694 ) ( 93,694 ) ( 57,041 )

Other — — — — — — ( 1,391 ) ( 1,391 ) 1

Comprehensive income (loss):

Net income — — — 294,446 — — 91,628 386,074 16,810

Unrealized gain on cash flow hedge — — — — — 120 — 120 —

Realized gain on cash flow hedge — — — — — ( 2,588 ) — ( 2,588 ) —

Foreign currency translation adjustments — — — — — ( 54,060 ) — ( 54,060 ) —

Balances at June 30, 2026 233,527,654 $ 2,335 $ 1,389,093 $ ( 1,136,636 ) $ ( 30,396 ) $ ( 142,066 ) $ 673,233 $ 755,563 $ 1,063,602

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Live Nation Stockholders’ Equity

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

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

Balances at December 31, 2025 232,837,623 $ 2,328 $ 1,455,925 $ ( 1,041,978 ) $ ( 30,396 ) $ ( 114,872 ) $ 623,368 $ 894,375 $ 924,472

13 unchanged sentences

Foreign currency translation adjustments — — — — — ( 23,050 ) — ( 23,050 ) —

Balances at June 30, 2026 233,527,654 $ 2,335 $ 1,389,093 $ ( 1,136,636 ) $ ( 30,396 ) $ ( 142,066 ) $ 673,233 $ 755,563 $ 1,063,602

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Live Nation Stockholders’ Equity

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

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

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

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

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

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

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

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

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

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

Other — — — — — — 624 624 ( 1,383 )

Comprehensive income (loss):

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

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

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

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

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

See Notes to Consolidated Financial Statements

21 unchanged sentences

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

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

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

See Notes to Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

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

Net income $ 22,866 $ 349,043

Reconciling items:

8 unchanged sentences

Provision for uncollectible accounts receivable 18,974 13,539

Gain on mark-to-market of investments in nonconsolidated affiliates and crypto assets ( 6,189 ) ( 5,467 )

Loss (gain) on mark-to-market of investments in nonconsolidated affiliates and crypto assets ( 66,465 ) 133

Loss (gain) on forward currency exchange contracts ( 15,167 ) 31,584

1 unchanged sentence

Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:

Decrease (increase) in accounts receivable 70,629 ( 70,535 )

Increase in accounts receivable ( 855,217 ) ( 622,765 )

Increase in prepaid expenses and other assets ( 1,215,956 ) ( 822,523 )

Increase (decrease) in accrued expenses, accounts payable and other liabilities 281,040 ( 545,945 )

Increase in accrued expenses, accounts payable and other liabilities 1,507,529 225,791

Increase in deferred revenue 2,828,374 1,888,292

7 unchanged sentences

Cash paid for acquisitions, net of cash acquired ( 242,567 ) ( 50,090 )

Proceeds from sale of intangible assets — 20,040

Other, net 6,600 8,495

44 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 859.5 million and $ 941.4 million of assets and $ 834.7 million and $ 875.4 million of liabilities, respectively, related to VIEs included in our balance sheets.

As of June 30, 2026 and December 31, 2025, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 946.6 million and $ 941.4 million of assets and $ 849.7 million and $ 875.4 million of liabilities, respectively, related to VIEs included in our balance sheets.

Our VIEs are not significant on an individual or aggregate basis.

5 unchanged sentences

The cash is held in these accounts pursuant to the related lease or operating agreement.

As of March 31, 2026 and December 31, 2025, we had restricted cash of $ 13.1 million and $ 12.8 million, respectively, included in other current assets on our consolidated balance sheets.

Included in the March 31, 2026 and December 31, 2025 cash and cash equivalents balance is $ 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 (“client cash”), which amounts are to be remitted to these clients.

As of June 30, 2026 and December 31, 2025, we had restricted cash of $ 99.7 million and $ 12.8 million, respectively, included in other current assets on our consolidated balance sheets.

Included in the June 30, 2026 and December 31, 2025 cash and cash equivalents balance is $ 1.9 billion and $ 1.6 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients.

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

17 unchanged sentences

We prospectively adopted this guidance on January 1, 2026 and are applying the amendments to any settlements of convertible debt instruments.

In September 2025, the FASB issued ASU 2025-06, “ Intangibles:

Goodwill and Other‒Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, ” which removes references to software development stages and includes an updated framework for capitalizing internal software costs.

This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted.

The guidance can be applied either prospectively, retrospectively or under a modified transition approach.

We are currently evaluating the impact of adopting this guidance.

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

7 unchanged sentences

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

For the three months ended March 31, 2026, we recorded $ 6.9 million of capitalized interest.

For the six months ended June 30, 2026, we recorded $ 13.0 million of capitalized interest.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

7 unchanged sentences

Definite-lived Intangible Assets

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the three months ended March 31, 2026:

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2026:

contracts Client /

15 unchanged sentences

205 1,015 ( 559 ) — 1,901 2,562

Dispositions (9,274) — — — — (9,274)

Foreign exchange 11,837 ( 513 ) ( 1,067 ) 2,236 110 12,603

3 unchanged sentences

( 48,548 ) ( 60,883 ) ( 16,148 ) ( 6,252 ) ( 4,861 ) ( 136,692 )

Dispositions 3,993 — — — — 3,993

Foreign exchange ( 3,875 ) 2,457 617 ( 1,097 ) ( 9 ) ( 1,907 )

1 unchanged sentence

Net change ( 24,892 ) ( 19,795 ) ( 7,338 ) ( 6,785 ) 14,059 ( 44,751 )

Balance as of March 31, 2026:

Balance as of June 30, 2026:

Gross carrying amount

4 unchanged sentences

__________________

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

(1) Other primarily includes crypto assets.

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

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of an artist management business located in the United States and a venue management business located in Europe.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of a venue management business and a concert promotion business, both located in Latin America, a ticketing services business located in Asia and an artist management business located in the United States.

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 intangible assets and our allocation between segments.

The 2026 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:

4 unchanged sentences

All categories 12

Amortization of definite-lived intangible assets for the three months ended March 31, 2026 and 2025 was $ 69.7 million and $ 60.0 million, respectively.

Amortization of definite-lived intangible assets for the three months ended June 30, 2026 and 2025 was $ 67.0 million and $ 64.7 million, respectively and for the six months ended June 30, 2026 and 2025 was $ 136.7 million and $ 124.7 million, respectively.

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

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the three months ended March 31, 2026:

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the six months ended June 30, 2026:

Concerts Ticketing Sponsorship

7 unchanged sentences

Acquisitions—prior year 635 ( 144 ) — 491

Dispositions ( 16,449 ) — — ( 16,449 )

Foreign exchange ( 7,333 ) 4,406 2,495 ( 432 )

Balance as of March 31, 2026:

Balance as of June 30, 2026:

Goodwill 1,738,142 1,018,842 742,105 3,499,089

1 unchanged sentence

Net $ 1,302,779 $ 1,018,842 $ 742,105 $ 3,063,726

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

Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisitions of venue management businesses in Latin America and Europe.

Investments in Nonconsolidated Affiliates

At March 31, 2026 and December 31, 2025, we had investments in nonconsolidated affiliates of $ 549.4 million and $ 515.6 million, respectively, included in other long-term assets on our consolidated balance sheets.

At June 30, 2026 and December 31, 2025, we had investments in nonconsolidated affiliates of $ 736.3 million and $ 515.6 million, respectively, included in other long-term assets on our consolidated balance sheets.

NOTE 3— LEASES

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

6 unchanged sentences

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

Three Months Ended

Six Months Ended

(in thousands)

1 unchanged sentence

Lease assets obtained in exchange for lease obligations, net of terminations $ 104,031 $ 157,038

As of March 31, 2026, we have additional operating leases that have not yet commenced, with total lease payments of $ 1.4 billion .

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2026 to June 2030 with lease terms ranging from 5 to 49 years.

As of June 30, 2026, we have additional operating leases that have not yet commenced, with total lease payments of $ 876.0 million .

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2026 to June 2030 to correlate with the completion of construction activities by the lessor with lease terms ranging from 5 to 49 years.

NOTE 4— LONG-TERM DEBT

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

7 unchanged sentences

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

VenueCo Notes 692,413 —

Other debt 1,146,468 818,701

5 unchanged sentences

Total long-term debt, net $ 6,233,084 $ 7,612,018

(1) As of March 31, 2026, the current portion includes the full principal amount of the 3.125 % convertible senior notes due 2029 (the “2029 Notes”) as, in accordance with the 2029 Notes indenture, the closing price of our common stock achieved specified targets during the three months ended March 31, 2026, which gives the holders of the 2029 Notes the option to surrender all or any portion of the 2029 Notes.

(1) As of June 30, 2026, the current portion includes the full principal amount of the 3.125 % convertible senior notes due 2029 (the “2029 Notes”) as, in accordance with the 2029 Notes indenture, the closing price of our common stock achieved specified targets during the three months ended June 30, 2026, which gives the holders of the 2029 Notes the option to surrender all or any portion of the 2029 Notes.

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

The surrender window is currently from April 1, 2026 through June 30, 2026 and may be extended at each quarter end thereafter depending on our future stock price.

The surrender window is currently from July 1, 2026 through September 30, 2026 and may be extended at each quarter end thereafter depending on our future stock price.

The current portion also includes the full principal amount of the 6.5 % Senior Secured Notes as the notes will mature on May 15, 2027.

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

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

Subsequent Event

As of June 30, 2026, other debt includes $ 145.2 million of finance leases primarily related to a venue in the United States.

VenueCo Financing

On April 30, 2026, Live Nation VenueCo, LLC (“VenueCo”), a bankruptcy-remote, special purpose vehicle owned by certain bankruptcy-remote, special purpose entities (the “Participants”), which are indirect subsidiaries of the Company, entered into an agreement to issue € 610 million aggregate principal amount of fixed rate senior secured notes (the “Notes”) under a bankruptcy-remote, non-recourse financing facility.

The Notes are proposed to be issued in the following tranches:

The Notes were issued in the following tranches:

(i) Series 2026 A-1 and A-2 with an aggregate principal amount of € 345 million with an annual interest rate of 5.67 % maturing on December 31, 2047, (ii) Series 2026 B-2 with an aggregate principal amount of € 45 million with an annual interest rate of 5.38 % maturing on December 31, 2037, (iii) Series 2026 C-1 and C-2 with an aggregate principal amount of € 145 million with an annual interest rate of 5.03 % maturing on December 31, 2032, and (iv) Series 2026 D-1 with an aggregate principal amount of € 75 million with an annual interest rate of 5.77 % maturing on December 31, 2055.

Each tranche amortizes on a scheduled basis except that the Series 2026 B-2 is non-amortizing prior to its stated maturity.

VenueCo and the other Members also entered into a Master Trust Indenture and a First Supplemental Indenture, in each case, with Mount Street Mortgage Servicing Limited as master trustee and master servicer, HSBC Bank USA, N.A.

Voluntary prepayments are permitted at any time, in whole or in part, at par plus accrued interest plus a “make-whole” premium based on discounted remaining cash flows using a reference government yield plus a specified spread.

Mandatory prepayments are required from certain specified proceeds.

The Notes were issued pursuant to a Note Purchase Agreement dated April 30, 2026 providing for the issuance of the Notes by VenueCo on behalf of and as representative for issuers located in other jurisdictions (together with VenueCo, the “Members”).

VenueCo and the Members also entered into a Master Trust Indenture, dated April 30, 2026, and a First Supplemental Indenture, dated May 8, 2026, in each case with respect to such indenture and supplement, with Mount Street Mortgage Servicing Limited as master trustee and master servicer, HSBC Bank USA, N.A.

as depositary and the other parties thereto.

The offering of the Notes is expected to close on or about May 8, 2026.

The Notes are secured by, among other things, the real property and related personal property comprising the following venues:

5 unchanged sentences

Only if all the foregoing reserve accounts are fully funded, no event of default exists, and the Venues meet specified minimum historical and projected senior and combined debt service coverage ratios (collectively, “Release Conditions”) may cash be allocated to subordinated indebtedness and distributed to VenueCo and then, through various distributions or intercompany loans, potentially to the Company.

The proceeds from the Notes, after payment of transaction expenses and funding of required reserves, will be used to repay secured debt at one of the Venues and may be retained by the Participants or be made available as a distribution or loan to the Company or one or more of its other subsidiaries, in each case, for general corporate purposes.

As of June 30, 2026, we had restricted cash of $ 85.3 million due to the VenueCo Note Purchase Agreement included in other current assets on our consolidated balance sheets.

A portion of proceeds from the Notes, after payment of transaction expenses and funding of required reserves, was used to repay secured debt at one of the Venues and the remaining proceeds were retained by the Participants and may be made available as a distribution or loan to the Company or one or more of its other subsidiaries, in each case, or for general corporate purposes.

Certain actions (including admission or withdrawal of Participants and their related venues, incurrence of additional indebtedness, changes in service providers, certain collateral releases and framework restructuring events) are conditioned on receipt of a confirmation from a ratings agency that no downgrade of the rating of the Notes and other secured indebtedness of VenueCo below a specified ratings level (a “Ratings Trigger Event”) will result.

Certain mandatory prepayment obligations may be triggered by a Ratings Trigger Event, and certain actions (such as change of control, addition of a venue or participant and issuance of additional debt) are only permitted if no Ratings Trigger Event will occur.

The Notes include customary covenants for structured and project-style financings, including limitations on additional indebtedness, liens, asset dispositions, investments, restricted payments, affiliate transactions, negative pledges and mergers or acquisitions involving the Members and the Participants.

The Master Indenture and related intercompany loan agreements also include financial maintenance covenants with respect to the Members and the Participants, specifically minimum historical and projected senior debt service coverage ratios, tested quarterly, with a limited equity cure feature.

The documentation also includes customary representations, warranties and events of default.

NOTE 5— FAIR VALUE MEASUREMENTS

1 unchanged sentence

Estimated Fair Value

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Level 1 Level 2 Total Level 1 Level 2 Total

8 unchanged sentences

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

For the six months ended June 30, 2026, we recorded a gain of $ 54.1 million within Other Expense (Income) for an investment held by a noncontrolling interest partner.

To calculate the gain on the investment, we measured the fair value using a quoted price for the investment in an active market, which are considered Level 1 inputs.

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

2 unchanged sentences

Estimated Fair Value at

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

18 unchanged sentences

Early in the trial, the Company entered into a binding term sheet with the United States settling the lawsuit (“the Settlement”).

The terms of the Settlement, which were made public on March 9, 2026, provide for injunctive and structural relief addressing all of the United States’ claims, and provide for a $ 280 million settlement fund to address damages and civil penalty claims by plaintiff states.

Under the Tunney Act, the district court judge presiding over the matter must approve the settlement before it takes final effect, following a process prescribed by statute.

The terms of the Settlement, which were made public on March 9, 2026, provide for injunctive and structural relief addressing all of the United States’ claims, and initially provided for a $ 280 million settlement fund to address damages and civil penalty claims by plaintiff states.

In the ensuing weeks, six additional states (“the Settling States”) also settled their claims for the same injunctive relief and their shares of the settlement fund totaling approximately $ 18.6 million.

The Settlement was subsequently formalized in a Proposed Final Judgment filed with the district court on June 12, 2026.

Under the Tunney Act, the district court judge presiding over the matter must approve the settlement before it takes final effect, following a process prescribed by statute.

The remaining states and District of Columbia (“the Litigating States”) proceeded to trial.

On April 15, 2026, the jury returned a verdict for the Litigating States on all claims that remained, including an award of damages measured on a per-ticket-sold basis, but without calculating the number of tickets to which the damages would be applied.

After the verdict, the Court ordered the parties to meet and confer to propose a schedule for subsequent phases of the litigation, including post-trial motions and a “remedies” phase in which the plaintiff States will propose and the Court will assess equitable remedies the plaintiffs have sought, including among others those enumerated above, as well as civil penalties under certain state laws.

The Company believes the jury verdict and damages award are legally infirm in a number of respects, many of which it has already raised in a pre-verdict motion for judgment as a matter of law.

The Company intends to raise those issues and others in post-trial motions at the district court and, as needed and in due course, by filing an appeal to the U.S.

After the verdict, the Court ordered the parties to meet and confer to propose a schedule for subsequent phases of the litigation, including post-trial motions and a “remedies” phase in which the Litigating States will propose and the Court will assess equitable remedies the plaintiffs have sought, including among others those enumerated above, as well as civil penalties under certain state laws.

The Company believes the jury verdict and damages award are legally infirm in a number of respects, many of which it had raised in a pre-verdict motion for judgment as a matter of law.

The Company raised those issues and others in post-trial motions at the district court which are scheduled for argument on July 31, 2026.

As needed and in due course, the Company intends to file an appeal to the U.S.

Court of Appeals for the Second Circuit.

As a result, we have recognized $ 450 million for the three months ended March 31, 2026, within selling, general and administrative expenses which represents our best estimate of the ultimate loss associated with the Settling States and the jury’s damages award.

As a result of the damages verdict, we have recognized $ 450 million for the six months ended June 30, 2026, within Corporate expenses which represents our best estimate of the ultimate loss associated with the Settling States and the jury’s damages award.

There can be no assurance that the Court will approve the Settlement with the United States and the Settling States or that the Company will be successful in challenging the verdict reached by the jury on the remaining claims brought by the Litigating States or otherwise settling those remaining claims.

23 unchanged sentences

Live Nation Entertainment, Inc., et al.

While these lawsuits are at their initial stages, the Company believes it has substantial defenses to the claims alleged therein and will vigorously defend itself.

In June 2026, the court granted the Company’s motion to compel arbitration in both matters and stayed both cases pending the conclusion of those proceedings.

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

Other Litigation

6 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the three months ended March 31, 2026:

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2026:

Cash Flow Hedge Cumulative Foreign Currency Translation Adjustments Total

1 unchanged sentence

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

Other comprehensive income before reclassifications

Other comprehensive income (loss) before reclassifications

1,097 ( 23,050 ) ( 21,953 )

Amount reclassified from AOCI ( 5,241 ) — ( 5,241 )

Net other comprehensive income (loss) ( 1,676 ) 31,010 29,334

Balance at March 31, 2026 $ 2,196 $ ( 87,734 ) $ ( 85,538 )

Net other comprehensive loss ( 4,144 ) ( 23,050 ) ( 27,194 )

Balance at June 30, 2026 $ ( 272 ) $ ( 141,794 ) $ ( 142,066 )

Earnings Per Share

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

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

For the three months ended March 31, 2026 and 2025, there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net loss per common share.

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

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

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

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

Three Months Ended

Options to purchase shares of common stock 900,302 1,400,572

June 30, Six Months Ended

2026 2025 2026 2025

Weighted average common shares—basic 232,838,912 231,845,412 232,621,161 231,534,852

Effect of dilutive securities:

Stock options and restricted stock 1,971,925 2,572,016 — 2,930,952

Convertible senior notes 9,225,494 — — 192,804

Weighted average common shares—diluted 244,036,331 234,417,428 232,621,161 234,658,608

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Restricted stock and deferred stock—unvested 696,934 1,188,300 3,171,415 1,188,300

15 unchanged sentences

Other segments items are direct operating expenses and selling, general and administrative expenses (excluding acquisition expenses, amortization of non-recoupable ticketing contract advance, expenses for regulatory compliance matters associated with the provision for (possible) losses arising from certain significant governmental investigations and litigations and stock-based compensation expense) which represents the difference between each operating segment’s revenue and AOI.

The following table presents the results of operations for our reportable segments for the three months ended March 31, 2026 and 2025:

The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2026 and 2025:

Concerts Ticketing Sponsorship

1 unchanged sentence

(in thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Revenue $ 6,444,351 $ 852,218 $ 382,969 $ ( 12,680 ) $ — $ 7,666,858

3 unchanged sentences

Intersegment revenue $ 5,950 $ 6,730 $ — $ ( 12,680 ) $ — $ —

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

3 unchanged sentences

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

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

Three Months Ended March 31,

Six Months Ended June 30, 2026

Revenue $ 9,219,877 $ 1,617,234 $ 641,562 $ ( 18,786 ) $ — $ 11,459,887

% of Consolidated Revenue 80.5 % 14.1 % 5.6 % (0.2) %

Other Segment Items $ 8,907,436 $ 1,030,598 $ 220,160 $ ( 9,003 ) $ 122,705 $ 10,271,896

AOI $ 312,441 $ 586,636 $ 421,402 $ ( 9,783 ) $ ( 122,705 ) $ 1,187,991

Intersegment revenue $ 9,011 $ 9,775 $ — $ ( 18,786 ) $ — $ —

Six Months Ended June 30, 2025

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

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

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

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

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

The following table sets forth the reconciliation of consolidated AOI to operating income for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

(in thousands)

4 unchanged sentences

Gain on sale of operating assets ( 8,516 ) ( 856 ) ( 14,538 ) ( 3,058 )

Astroworld loss contingencies — ( 7,800 ) — ( 7,800 )

Governmental Investigations and Litigation — — 450,000 —

Stock-based compensation expense 62,031 61,547 94,808 86,097

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

Operating income $ 521,917 $ 486,653 $ 151,401 $ 601,422

Contract Advances

At March 31, 2026 and December 31, 2025, we had ticketing contract advances of $ 224.0 million and $ 298.7 million, respectively, recorded in prepaid expenses and $ 147.2 million and $ 155.7 million, respectively, recorded in long-term advances on the consolidated balance sheets.

At June 30, 2026 and December 31, 2025, we had ticketing contract advances of $ 262.8 million and $ 298.7 million, respectively, recorded in prepaid expenses and $ 161.0 million and $ 155.7 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At March 31, 2026, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.8 billion of revenue related to future benefits to be provided by us.

At June 30, 2026, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.7 billion of revenue related to future benefits to be provided by us.

We expect to recognize, based on current projections, approximately 29 %, 31 %, 18 % and 22 % of this revenue in the remainder of 2026, 2027, 2028 and thereafter, respectively.

2 unchanged sentences

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

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements