Live Nation Entertainment 10-Q 2025-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended June 30, 2025

or

For the transition period from to

Commission File Number 001-32601

LIVE NATION ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

9348 Civic Center Drive

Beverly Hills, CA 90210

(Address of principal executive offices, including zip code)

(310) 867-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

On July 31, 2025, there were 234,472,727 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 2,522,619 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.

LIVE NATION ENTERTAINMENT, INC.

INDEX TO FORM 10-Q

Note: As previously disclosed in Part II—Financial Information—Item 8.—Financial Statements—Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements in our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025 and Exhibit No. 99.2 ___ Correction of Errors in Previously Reported Consolidated Financial Statements in our Form 8-K filed with the SEC on February 20, 2025, certain revisions are reflected in this Form 10-Q for the six months ended June 30, 2024. These revisions did not change net cash flows from operating, investing and financing activities on the consolidated statements of cash flows.

PART I—FINANCIAL INFORMATION

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

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“Live Nation” (which may be referred to as the “Company,” “we,” “us” or “our”) means Live Nation Entertainment, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.

Special Note About Forward-Looking Statements

Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II—Other Information—Item 1A.—Risk Factors, in Part I—Item IA.—Risk Factors of our 2024 Annual Report on Form 10-K as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any risk or uncertainty that has already materialized, worsen in scope, impact or duration, or should one or more of the currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend to update these forward-looking statements, except as required by applicable law.

Executive Overview

Our second quarter was a record for the Company, with operating income up 4% and AOI up 11% versus 2024. We are confident of continued growth in the remainder of 2025, based on our strong line-up of stadium shows for the remainder of the year, coupled with our current deferred revenue balance of $5.9 billion as of June 30, 2025, which increased $1.1 billion or 23% compared to June 30, 2024.

For the second quarter of 2025, our consolidated revenue increased by 16% to $7.0 billion on a reported basis as compared to the same period last year. On a constant-currency basis, the growth was 15%. The growth came from our Concerts segment as a result of increased fan count and higher onsite spend. Nearly 70% of the Concerts topline revenue growth came from our international markets, with the United Kingdom, mainland Europe and Asia all achieving more than 50% revenue growth. Our consolidated operating income for the quarter increased by $20.8 million, or 4%, from $465.8 million in the second quarter of 2024 to $486.7 million in the second quarter of 2025, due to improved performance from our Concerts and Sponsorship segments. The increase in operating income was $16.6 million, or 4%, at constant currency.

For the first six months of 2025, our consolidated revenue increased by $565.8 million on a reported basis, or 6%, compared to the same period last year, from $9.8 billion to $10.4 billion. The increase was $624.9 million, or 6%, on a constant-currency basis. Our consolidated operating income was $601.4 million for the first six months of 2025, compared to $424.4 million for the first six months of 2024, an increase of $177.0 million, or 42%. The increase in operating income was $187.5 million, or 44%, on a constant-currency basis. Consolidated AOI for the first six months increased by $60.7 million, or 6%, compared to the same period in 2024, from $1.08 billion to $1.14 billion. The increase in AOI was $76.9 million, or 7%, on a constant-currency basis.

All of the segment financial information below in this Executive Overview is based on reported results and is not adjusted for changes in foreign currency exchange rates.

Our Concerts segment’s revenue for the quarter increased by $959.3 million, or 19%, from $5.0 billion in the second quarter of 2024 to $5.9 billion in the second quarter of 2025. The revenue increase was largely the result of more stadium shows in our largest markets. The overall number of events for the second quarter of 2025 was approximately 14,300, slightly lower

than last year. However, the number of fans for the quarter grew by 5.3 million or 14%, from 38.9 million last year to 44.1 million this year. The fan count growth was driven by our record year of stadium content and, as in the first quarter, our fan count growth was heavily driven by our international markets. Some of the notable acts touring in the second quarter included Beyoncé, Shakira, Kendrick Lamar and Post Malone. Our larger festivals in the quarter included EDC Vegas, Bottlerock and Download in the United Kingdom, which collectively hosted nearly 1 million fans. Per fan spend in our amphitheaters grew driven by concession spending which is up 10%. Concerts AOI for the second quarter increased $88.0 million or 33%, from $270.7 million in 2024 to $358.7 million in 2025.

As of June 30, 2025, our ticket sales for events playing off in calendar year 2025 are pacing up 7% compared to last year, while our event-related deferred revenue is our highest ever for the second quarter and up double-digits year-over-year, giving us confidence that we are positioned for another record Concerts year.

For the first six months of 2025, our Concerts segment’s revenue grew $564.0 million compared to the same period in 2024, from $7.9 billion to $8.4 billion. Concerts fan count for the first half of the year was 66.5 million compared to 61.8 million for the same period in 2024, an improvement of 4.6 million fans or 7%. Through the first six months of 2025, onsite spending at our United States amphitheater shows is pacing ahead of 2024 for the year driven by higher food and beverage spending. For our larger festivals, with 40% of our festival events now played off, we have seen growth in per fan onsite spend, driven by higher food and beverage, merchandise and parking sales. Concerts AOI for the first six months increased by $96.4 million, or 36%, compared to the same period in 2024, from $268.9 million to $365.3 million.

Our Ticketing segment’s revenue for the quarter increased by $12.0 million, or 2%, from $730.7 million in the second quarter of 2024 to $742.7 million in the second quarter of 2025. We sold 83.3 million fee-

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Required information is within Part I — Financial Information—Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and our board of directors.

Based on their evaluation as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible errors and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding our legal proceedings can be found in Part I—Financial Information—Item 1. Financial Statements—Note 6 – Commitments and Contingent Liabilities.

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part I—Item 1A.—Risk Factors of our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025, describes some of the risks and uncertainties associated with our business which could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock could decline as a result. We do not believe that there have been any material changes to the risk factors previously disclosed in our 2024 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchase of Equity Securities

The following table provides information regarding repurchases of our common stock during the three months ended June 30, 2025:

Item 3. Defaults Upon Senior Securities

None.

No director or officer adopted or terminated any Rule 10b5-1 plan, or any other written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” during the three months ended June 30, 2025.

§ Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 7, 2025.