What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-05-05 · 186 added, 81 removed, 250 unchanged (52% of the section changed)

15 unchanged sentences

Executive Overview

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.

The second quarter continued the robust trend we saw in the first quarter of 2026, with ongoing consumer demand for live experiences demonstrated in our year-over-year global ticket sales trends across all of our major markets and with double-digit growth for amphitheater, arena and stadium sales.

Onsite spend is up across multiple markets and venue types, and our two newest amphitheaters are already among our top performers on premium spending.

Finally, our lineup of amphitheater, arena and stadium shows for the remainder of the year is almost fully booked.

These indicators, coupled with our current event-related deferred revenue balance of $6.4 billion as of June 30, 2026, which increased $1.3 billion or 25% compared to June 30, 2025, makes us optimistic for continued growth in the remainder of the year.

Our consolidated revenue for the second quarter of 2026 increased by 9% to $7.7 billion on a reported basis as compared to the same period last year.

Two-thirds of the growth came from our Concerts segment as a result of increased fan count in our international markets and more arena activity globally.

Revenues for both Ticketing and Sponsorship & Advertising grew by double digits in the second quarter, indicating strength across all three of our reporting segments.

Our consolidated operating income for the quarter increased by $35.3 million, or 7%, from $486.7 million in the second quarter of 2025 to $521.9 million in the second quarter of 2026.

AOI for the quarter grew by $18.6 million or 2%.

For the first six months of 2026, our consolidated revenue increased by $1.1 billion on a reported basis, or 10%, compared to the same period last year, from $10.4 billion to $11.5 billion.

Our consolidated operating income was $151.4 million for the first six months of 2026, compared to $601.4 million for the first six months of 2025, a decrease of $450.0 million, or 75%.

The decrease in operating income was primarily due to Governmental Investigations and Litigation as discussed in Note 6 – Commitments and Contingent Liabilities.

Consolidated AOI for the first six months increased by $48.5 million, or 4%, compared to the same period in 2025, from $1.1 billion to $1.2 billion.

Our Concerts segment’s revenue for the quarter increased by $498.0 million, or 8%, from $5.9 billion in the second quarter of 2025 to $6.4 billion in the second quarter of 2026.

The overall number of events for the second quarter of 2026 was approximately 15,300, 7% higher than last year.

The number of fans for the quarter grew by 4.5 million or 10%, from 44.2 million last year to 48.7 million this year.

The fan count growth was driven by our international markets, particularly mainland Europe and South America.

Stadium fans were down in North America but up in International while arena fans were up globally.

Some of the notable acts touring in the second quarter included Bruno Mars, BTS, Bad Bunny and Harry Styles.

Onsite spend in our large owned and operated amphitheaters grew by 10%, driven by higher food & beverage per caps.

At our larger festivals, we saw strong growth in onsite spend with Governors Ball, Beyond Wonderland, Parklife and Isle of Wight all posting double digit gains over the prior year.

Concerts AOI for the second quarter declined by $49.1 million or 14%, from $358.7 million in 2025 to $309.6 million in 2026.

This was largely driven by the geographic mix of stadium shows as stadium activity for North America shifted from the second quarter to the third quarter of 2026 as a result of the FIFA World Cup.

We also had higher fixed expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in our Sponsorship & Advertising segment.

As of June 30, 2026, our ticket sales for events playing off in calendar year 2026 are pacing up 11% compared to last year, while our event-related deferred revenue is our highest ever for the second quarter, up 25% year-over-year.

The phasing of the event-related deferred revenue to be recognized in the second half of 2026 indicates more of it will be recognized in the fourth quarter of 2026 compared to the previous year.

This is consistent with our operating metrics which point to a shift of activity from the third quarter to the fourth quarter of 2026.

With both our ticket sales and deferred revenue up double-digits, we are confident that we are positioned for another record Concerts year.

For the first six months of 2026, our Concerts segment’s revenue grew $789.4 million compared to the same period in 2025, from $8.4 billion to $9.2 billion.

Revenue growth resulted from approximately 1,000 additional shows in the first six months of 2026 compared to the same period in 2025.

Concerts fan count for the first six months of 2026 was 72.5 million compared to 66.5 million for the same period in 2025, an improvement of 6.0 million fans or 9%.

International fan count grew by 15% in the first six months of 2026 and accounted for almost 90% of our fan growth for the first six months of 2026.

Arena fan count was the largest contributor, with growth in almost every one of our global markets.

Concerts AOI for the first six months decreased by $52.8 million, or 14%, compared to the same period in 2025, from $365.3 million to $312.4 million.

The decline was driven by geographic show mix, quarterly phasing, and the fixed cost drivers explained for the quarter.

We are projecting the second half of the year to more than make up for this shortfall and we believe Concerts will end 2026 with double-digit AOI growth.

Our Ticketing segment’s revenue for the quarter increased by $109.5 million, or 15%, from $742.7 million in the second quarter of 2025 to $852.2 million in the second quarter of 2026.

Consumer demand in our ticketing business is strong, particularly for concert events.

Fee-bearing ticket sales grew from 83.3 million in the second quarter of 2025 to 90.1 million in the second quarter of 2026, an increase of 6.7 million tickets or 8%.

Sales were up in both North America and in our international markets with concert events accounting for over 90% of the increase.

GTV growth was even stronger as fee-bearing GTV grew from $9.1 billion in the second quarter of 2025 to $10.4 billion in the second quarter of 2026, up $1.3 billion or 15%.

Again, concert activity drove almost the entire increase year-over-year.

AOI increased from $290.1 million in the second quarter of 2025 to $331.0 million in the second quarter of 2026, up $40.9 million, or 14%.

Ticketing’s deferred tickets are up 10% year-over-year as of the end of the second quarter of 2026, and GTV associated with those deferred tickets is up 16%.

As of June 30, 2026, our deferred service fee revenue to be recognized in future periods was also up double digits versus the prior year and was our highest Ticketing deferred service fee revenue ever.

For the first six months of 2026, our Ticketing segment’s revenue increased by $179.9 million, or 13%, compared to the same period in 2025, from $1.4 billion to $1.6 billion.

Ticketing AOI for the first six months of 2026 increased by $43.5 million, or 8%, compared to the same period in 2025, from $543.2 million to $586.6 million.

Through June 30, 2026, our fee-bearing ticket sales were 170.7 million tickets, an increase of 9.8 million tickets, or 6%, compared to the first six months of 2025.

We have signed clients with approximately 16 million net new tickets so far this year, of which over 85% are in our international markets, which gives us confidence our ticketing platforms’ features and functionalities are continuing to compete effectively.

Given the performance of our Ticketing segment in the first six months of 2026, we are anticipating mid-single digit AOI growth for the segment for the full year.

Our Sponsorship & Advertising segment’s revenue for the quarter increased by $42.4 million, or 12%, from $340.6 million in the second quarter of 2025 to $383.0 million in the second quarter of 2026.

AOI for the quarter increased by $29.3 million, or 13%, from $227.6 million in the second quarter of 2025 to $256.9 million in the second quarter of 2026.

Growth in the quarter was largely driven by new venue and festival deals across multiple markets in Europe as well as Latin America.

This included newly acquired venues in Italy, Chile and Argentina.

For the first six months of 2026, our Sponsorship & Advertising segment’s revenue grew $84.9 million, or 15%, compared to the same period in 2025, from $556.6 million to $641.6 million.

Sponsorship & Advertising AOI for the first six months increased by $57.9 million, or 16% compared to the same period in 2025, from $363.6 million to $421.4 million.

The growth in revenue and AOI in the first six months of 2026 was driven by new venue and festival deals in Canada, Europe and Latin America, including growth driven by new venue and festival assets in those markets.

Our committed sponsorship sales are up double-digits year-over-year and over 95% of our projected revenue for the year is accounted for, giving us confidence we will deliver double-digit AOI 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 expanding our global platforms to connect artists and fans.

Consolidated Results of Operations

Three Months Ended March 31, % Change

Three Months Ended June 30, % Change

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

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Corporate expenses 105,817 147,719 (28)%

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

Operating income 521,917 (12,907) 509,010 486,653 7% 5%

Operating margin 6.8% 6.7% 6.9%

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Other expense (income), net (55,664) 36,380

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

Income tax expense 115,717 117,645

Net income 402,884 302,741

Net income attributable to noncontrolling interests 108,438 59,330

Net income attributable to common stockholders of Live Nation $ 294,446 $ 243,411

* 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 $660.2 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to increased revenue in our Concerts segment of $498.0 million, Ticketing segment of $109.5 million and Sponsorship & Advertising segment of $42.4 million, as further discussed within each segment’s operating results.

Operating income

Operating income increased $35.3 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily driven by increased operating income in our Ticketing segment of $35.3 million and Sponsorship & Advertising segment of $26.3 million as well as lower Corporate expenses due to certain acquisition expenses in the prior year.

These were partially offset by decreased operating income in our Concerts segment of $70.2 million as further discussed within each segment’s operating results.

Interest expense

Interest expense increased $25.2 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily driven by the issuance of VenueCo notes in the current year.

Other expense (income), net

For the three months ended June 30, 2026, we had other income, net of $55.7 million, which primarily consisted of mark to market adjustments for certain investments held by noncontrolling interest partners of $60.3 million.

For the three months ended June 30, 2025, we had other expense, net of $36.4 million, which primarily consisted of net foreign exchange rate losses of $27.2 million.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests increased $49.1 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to a gain of $54.1 million for an investment held by a noncontrolling interest partner.

Consolidated Results of Operations

Six Months Ended June 30, % Change

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

(in thousands)

Revenue $ 11,459,887 $ (198,460) $ 11,261,427 $ 10,388,758 10% 8%

Operating expenses:

Direct operating expenses 8,202,674 7,465,693 10%

Selling, general and administrative expenses 2,096,484 1,782,266 18%

Depreciation and amortization 357,755 308,480 16%

Gain on disposal of operating assets (14,538) (3,058) *

Corporate expenses 666,111 233,955 *

Operating income 151,401 (209) 151,192 601,422 (75)% (75)%

Operating margin 1.3% 1.3% 5.8%

Interest expense 187,752 152,391

Interest income (82,176) (71,954)

Equity in losses (earnings) of nonconsolidated affiliates 7,342 (4,747)

Other expense (income), net (68,015) 39,333

Income before income taxes 106,498 486,399

Income tax expense 83,632 137,356

Net income 22,866 349,043

Net income attributable to noncontrolling interests 117,524 82,429

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

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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 $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.

Revenue increased $1.1 billion during the six months ended June 30, 2026 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $789.4 million, Ticketing segment of $179.9 million and Sponsorship & Advertising segment of $84.9 million, as further discussed within each segment’s operating results.

Operating income

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.

Operating income decreased $450.0 million during the six months ended June 30, 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 and decreased operating income in our Concerts segment of $100.3 million.

These were partially offset by increased operating income in our Ticketing segment of $28.0 million and Sponsorship & Advertising segment of $51.8 million, as further discussed within each segment’s operating results.

Interest expense

Interest expense increased $35.4 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily driven by the issuance of VenueCo notes in the current year.

Other expense (income), net

For the six months ended June 30, 2026, we had other income, net of $68.0 million, which primarily consisted of mark to market adjustments for certain investments held by noncontrolling interest partners of $66.5 million.

For the six months ended June 30, 2025, we had other expense, net of $39.3 million, which primarily consisted of net foreign exchange rate losses of $34.5 million.

Income tax expense

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.

For the six months ended June 30, 2026, we recorded a net income tax expense of $83.6 million on pretax income of $106.5 million, compared to a net income tax expense of $137.4 million on pretax income of $486.4 million for the six months ended June 30, 2025.

The net decrease in income tax expense of $53.7 million was primarily due to a decrease in pretax income in 2026 as compared to the same period of the prior year, partially offset by the nondeductible tax impact of the Governmental Investigations and Litigation accrual as discussed in Note 6 – Commitments and Contingent Liabilities.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests increased $35.1 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to a gain of $54.1 million for an investment held by a noncontrolling interest partner.

Non-GAAP Measure

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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 (loss) to consolidated AOI for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table sets forth the reconciliation of consolidated operating income to consolidated AOI 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)

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

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

Acquisition expenses 30,901 79,133 100,325 108,890

2 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 —

25 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands except estimated events)

1 unchanged sentence

North America (2)

9,473 9,024 16,354 16,089

International 5,785 5,268 10,300 9,498

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North America (2)

23,120 23,281 33,035 32,333

International 25,593 20,934 39,466 34,189

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Three Months Ended

(in thousands)

Change Six Months Ended

2026 2025 2026 2025

(in thousands) (in thousands)

Revenue $ 6,444,351 $ 5,946,377 8% $ 9,219,877 $ 8,430,453 9%

3 unchanged sentences

Gain on disposal of operating assets (8,555) (855) * (14,570) (3,053) *

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

Operating income (loss) $ 134,029 $ 204,211 (34)% $ (3,954) $ 96,311 *

Operating margin 2.1% 3.4% (0.04)% 1.1%

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* Percentages are not meaningful.

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.

Concerts revenue increased $498.0 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to fan count growth from more shows driven by our International markets, particularly mainland Europe and South America, as well as revenue of $30.3 million from newly opened venues.

Concerts had incremental revenue of $109.1 million during the three months ended June 30, 2026 from acquisitions.

Operating results

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.

Concerts AOI decreased $49.1 million and operating income decreased $70.2 million during the three months ended June 30, 2026 as compared to the same period of the prior year.

The decrease in AOI was primarily driven by the geographic mix of stadium shows as stadium activity for North America shifted from the second quarter to the third quarter of 2026 as a result of the FIFA World Cup.

We also had higher selling, general and administrative expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in our Sponsorship & Advertising segment.

The remaining change in operating income outside of AOI of $21.1 million is primarily associated with higher depreciation and amortization expense of $29.3 million related to our ongoing venue build and upgrade program.

Concerts revenue increased $789.4 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to approximately 1,000 more shows driven by International fan count growth, particularly Arena fan count growth in almost every one of our global markets, as well as revenue of $36.9 million from newly opened venues.

Concerts had incremental revenue of $288.6 million during the six months ended June 30, 2026 from acquisitions.

Operating results

Concerts AOI decreased $52.8 million and operating income decreased $100.3 million during the six months ended June 30, 2026 as compared to the same period of the prior year.

The decrease in AOI was primarily driven by geographic show mix, quarterly phasing, and higher selling, general and administrative expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in our Sponsorship & Advertising segment.

The remaining change in operating income outside of AOI of $47.5 million is primarily associated with higher depreciation and amortization expense of $42.7 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

(in thousands)

Change Six Months Ended

2026 2025 2026 2025

(in thousands) (in thousands)

Revenue $ 852,218 $ 742,696 15% $ 1,617,234 $ 1,437,368 13%

2 unchanged sentences

Depreciation and amortization 25,891 28,101 (8)% 53,986 53,538 1%

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

Loss (gain) on disposal of operating assets 39 (1) * 32 (5) *

Operating income $ 264,660 $ 229,327 15% $ 453,130 $ 425,173 7%

2 unchanged sentences

AOI margin 38.8% 39.1% 36.3% 37.8%

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.

* Percentages are not meaningful.

Ticketing revenue increased $109.5 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to higher primary ticket sales driven by more concert events in North America and international markets.

Operating results

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.

Ticketing AOI increased $40.9 million and operating income increased $35.3 million during the three months ended June 30, 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 greater ticket sales.

Ticketing revenue increased $179.9 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to higher primary ticket sales driven by more concert events in North America and international markets.

Operating results

Ticketing AOI increased $43.5 million and operating income increased $28.0 million during the six months ended June 30, 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 greater ticket sales.

Sponsorship & Advertising

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Three Months Ended

(in thousands)

Change Six Months Ended

2026 2025 2026 2025

(in thousands) (in thousands)

Revenue $ 382,969 $ 340,561 12% $ 641,562 $ 556,627 15%

6 unchanged sentences

AOI margin 67.1% 66.8% 65.7% 65.3%

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.

Sponsorship & Advertising revenue increased $42.4 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to increased festival sponsorships as well as venue sponsorship deals across multiple markets in Europe and Latin America.

Operating results

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.

Sponsorship & Advertising AOI increased $29.3 million and operating income increased $26.3 million during the three months ended June 30, 2026 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 $84.9 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to increased festival sponsorships as well as venue sponsorship deals across multiple markets in Canada, Europe and Latin America.

Sponsorship & Advertising had incremental revenue of $22.8 million during the six months ended June 30, 2026 from acquisitions.

Operating results

Sponsorship & Advertising AOI increased $57.9 million and operating income increased $51.8 million during the six months ended June 30, 2026 as compared to the same period of the prior year.

These increases were primarily due to increased revenues from sponsorship activity discussed above as well as incremental AOI of $21.7 million during the six months ended June 30, 2026 from acquisitions.

Liquidity and Capital Resources

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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 $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.

Our balance sheet reflects cash and cash equivalents of $9.1 billion and $7.1 billion and short-term investments of $65.6 million and $76.6 million at June 30, 2026 and December 31, 2025, respectively.

Included in the June 30, 2026 and December 31, 2025 cash and cash equivalents balances are $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, 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 $5.6 billion in cash and cash equivalents, excluding client cash, at March 31, 2026.

Our foreign subsidiaries held approximately $5.9 billion in cash and cash equivalents, excluding client cash, at June 30, 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 $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 balance sheet reflects total net debt of $9.2 billion and $8.2 billion at June 30, 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 4.3% at June 30, 2026, with approximately 85% of our debt at fixed rates.

Our weighted-average cost of debt for short-term borrowings outstanding at June 30, 2026, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.7%.

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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Sources of Cash

VenueCo Financing

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

Amended Senior Secured Credit Facility

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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.

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 June 30, 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.

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Debt Covenants

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.

As of June 30, 2026, we believe we were in compliance with all of our debt covenants related to our corporate senior secured credit facility, senior secured notes, senior notes, convertible senior notes and VenueCo notes.

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

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.

During the six months ended June 30, 2026, we completed various acquisitions that resulted in cash paid, net of cash acquired of $242.6 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:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

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Total capital expenditures $ 529,022 $ 420,058

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.

Revenue generating capital expenditures during the first six 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 for the year ending December 31, 2026 with approximately 85% dedicated to revenue generating projects, including $800 million of spend relating to our venue expansion and enhancement plans.

Approximately $200 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

Six Months Ended

(in thousands)

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Operating Activities

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.

Cash provided by operating activities increased $1.2 billion for the six months ended June 30, 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 gains from mark-to-market of investments in nonconsolidated affiliates and crypto assets.

Investing Activities

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.

Cash used in investing activities increased $384.8 million for the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to an increase in acquisitions as well as purchases of property, plant and equipment for revenue generating capital expenditures.

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

Financing Activities

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.

Cash provided by financing activities for the six months ended June 30, 2026 was $308.1 million compared to cash used in financing activities for the six months ended June 30, 2025 of $498.5 million primarily due to higher debt proceeds from the issuance of VenueCo notes as well as higher payments on debt.

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 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.

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 six months ended June 30, 2026 and 2025.

Our foreign operations reported an operating income of $4.4 million for the six months ended June 30, 2026.

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 six months ended June 30, 2026 by $0.4 million.

As of June 30, 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 March 31, 2026, we had forward currency contracts outstanding with an aggregate notional amount of $944.2 million.

At June 30, 2026, we had forward currency contracts outstanding with an aggregate notional amount of $735.0 million.

Interest Rate Risk

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

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

We had $9.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of June 30, 2026.

Of the total amount, we had $7.9 billion of fixed-rate debt and $1.4 billion of floating-rate debt.

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.

Based on the amount of our floating-rate debt as of June 30, 2026, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.4 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 June 30, 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.

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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 three months ended March 31, 2026.

There have been no changes to our critical accounting policies during the six months ended June 30, 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