Live Nation Entertainment 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended March 31, 2026

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 April 28, 2026, there were 235,547,065 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 2,834,266 shares of unvested restricted stock awards and excluding 574,131 shares held in treasury.

LIVE NATION ENTERTAINMENT, INC.

INDEX TO FORM 10-Q

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)

Showing the first 8K of 90K characters. Open the full section

“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 2025 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

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. Secondary

ticket results were tempered by proactive efforts to continue reducing scalping activity and improving bot mitigation. We sold approximately 80.6 million fee-bearing tickets in the first quarter of 2026 compared to 77.5 million tickets in the same period of the prior year, an increase of 3.1 million tickets or 4% growth. Ticketing’s deferred GTV is up nearly 30% year-over-year as of the end of the first quarter. In the first quarter of 2026, we signed 8.0 million net new tickets of which 80% came from our international markets. With a strong first quarter of 2026, ticket sales pacing up year-over-year and deferred revenue at an all time high, our Ticketing segment is poised for a successful year overall.

Our Sponsorship & Advertising segment revenue for the quarter increased by $42.5 million, or 20%, from $216.1 million in the first quarter of 2025 to $258.6 million in the first quarter of 2026. The improvement was largely due to increased festival sponsorship in Latin America as well as additional venue sponsorship across multiple markets. Our committed sponsorship sales are up over double-digits year-over-year, giving us confidence we will deliver growth for 2026 once again in our Sponsorship & Advertising segment. AOI for the quarter increased by $28.6 million, or 21%, from $136.0 million in the first quarter of 2025 to $164.6 million in the first quarter of 2026.

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

Consolidated Results of Operations

Three Months

Revenue

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

Operating income

Operating income decreased $485.3 million during the three months ended March 31, 2026 as compared to the same period of the prior year, primarily associated with Governmental Investigations and Litigation as discussed in Note 6 – Commitments and Contingent Liabilities, increased operating loss in our Concerts segment of $30.1 million and decreased operating income in our Ticketing segment of $7.4 million. These were partially offset by increased operating income in our Sponsorship & Advertising segment of $25.5 million, as further discussed within each segment’s operating results.

Income tax expense

For the three months ended March 31, 2026, we recorded a net income tax benefit of $32.1 million on pretax loss of $412.1 million, compared to a net income tax expense of $19.7 million on pretax income of $66.0 million for the three months ended March 31, 2025. The net decrease in income tax expense of $51.8 million was primarily due to pretax losses in 2026 compared to pretax income in the prior year.

Non-GAAP Measure

Consolidated AOI

Consolidated AOI is a non-GAAP financial measure that we define as consolidated operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense. Due to the significant and non-recurring nature of the matters, we also exclude from AOI the impact of realized liabilities for settlements and expenses for regulatory compliance matters associated with the provision for losses arising from certain significant governmental investigations and litigations under ASC 450 - Contingencies, which are described under the heading “Governmental Investigations and Litigation” in Note 6 of the Notes to the Consolidated Financial Statements herein. Except as described above, ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

We use AOI to evaluate the performance of our operating segments. We believe that information about AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results. AOI is not calculated or presented in accordance with GAAP. A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; 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:

Segment Overview

Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising, as discussed in Note 8 – Segments and Revenue Recognition.

Concerts

Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs incurred during the year for shows in future years are expensed at the end of the year. If a current year event is rescheduled into a future year, all advertising costs incurred to date are expensed in the period when the event is rescheduled.

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

To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of operated and third-party venues, talent fees, average paid attendance, ticket pricing and mix, advance ticket sales and the number of major artist clients under management. In addition, at our operated venues and festivals, we monitor ancillary revenue per fan and premium ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Ticketing

Revenue related to ticketing service charges is recognized when the ticket is sold for our third-party clients. For our own events, where our concert promoters or venues control ticketing, revenue is deferred and recognized when the event occurs. GTV represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.

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

To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our primary and secondary ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, cost of customer acquisition, the purchase conversion rate, and the overall number of customers in our database. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Sponsorship & Advertising

Revenue related to sponsorship and advertising programs is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs.

Sponsorship & Advertising direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.

To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements and online advertising, and the percentage of expected revenue under contract. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Key Operating Metrics

(1)Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.

(2)North America refers to our events and fans within the United States and Canada.

(3)The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates along with tickets sold on our “do it yourself” platform. This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters or venues control ticketing which are reported when the events occur. The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices. These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.

Segment Operating Results

Concerts

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

Three Months

Revenue

Concerts revenue increased $291.5 million during the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to more arena shows and fans. Concerts had incremental revenue of $189.0 million during the three months ended March 31, 2026 from acquisitions and newly opened venues.

Operating results

Concerts AOI 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.

Ticketing

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

Three Months

Revenue

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

Operating results

Ticketing AOI increased $2.5 million and operating income decreased $7.4 million during the three months ended March 31, 2026 as compared to the same period of the prior year primarily driven by higher revenue discussed above. This was partially offset by an increase in direct operating expenses due to higher credit card expenses from greater ticket sales as well as an increase in selling, general and administrative expenses related to higher salary expense.

Sponsorship & Advertising

Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:

Three Months

Revenue

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

Operating results

Sponsorship & Advertising AOI increased $28.6 million and operating income increased $25.5 million during the three months ended March 31, 2026 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above.

Liquidity and Capital Resources

Our cash is centrally managed on a worldwide basis. Our primary short-term liquidity needs are to fund general working capital requirements, capital expenditures and debt service requirements while our long-term liquidity needs are primarily related to acquisitions and debt repayment. Our primary sources of funds for our short-term liquidity needs will be cash flows from operations and borrowings under our amended senior secured credit facility, while our long-term sources of funds will be from cash flows from operations, long-term bank borrowings and other debt or equity financings. 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. 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. 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.

We may from time to time enter into borrowings under our revolving credit facility. 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 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. Cash held in non-interest-bearing and interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. The invested cash is in interest-bearing funds consisting primarily of bank deposits and money market funds. While we monitor cash and cash equivalents balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.

For our Concerts segment, we often receive cash related to ticket revenue in advance of the event, which is recorded in deferred revenue until the event occurs. In the United States, this cash is largely associated with events in our operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets. With the exception of some upfront costs and artist advances, which are recorded in prepaid expenses until the event occurs, we pay the majority of event-related expenses at or after the event. Artists are paid when the event occurs under one of several different formulas, which may include fixed guarantees and/or a percentage of ticket sales or event profits, net of any advance they have received. When an event is cancelled, any cash held in deferred revenue is reclassified to accrued expenses as those funds are typically refunded to the fan within 30 days of event cancellation. When a show is rescheduled, fans have the ability to request a refund if they do not want to attend the event on the new date, although historically we have had low levels of refund requests for rescheduled events.

We view our available cash as cash and cash equivalents, less ticketing-related client cash, less event-related deferred revenue, less accrued expenses due to artists and cash collected on behalf of others, plus event-related prepaid expenses. This is essentially our cash available to, among other things, repay debt balances, make acquisitions, and finance capital expenditures.

Our intra-year cash fluctuations are impacted by the seasonality of our various businesses. Examples of seasonal effects include our Concerts segment, which reports the majority of its revenue in the second and third quarters. Cash inflows and outflows depend on the timing of event-related payments but the majority of the inflows generally occur prior to the event. See “—Seasonality” below. We believe that we have sufficient financial flexibility to fund these fluctuations and to access the global capital markets on satisfactory terms and in adequate amounts, although there can be no assurance that this will be the case, and capital could be less accessible and/or more costly given current economic conditions. We expect cash flows from operations and borrowings under our amended senior secured credit facility, along with other financing alternatives, to satisfy working capital requirements, capital expenditures and debt service requirements for at least the succeeding year. We may need to incur additional debt or issue equity to make other strategic acquisitions or investments. There can be no assurance that such

financing will be available to us on acceptable terms or at all. We may make significant acquisitions in the near term, subject to limitations imposed by our financing agreements and market conditions.

The lenders under our revolving loans and counterparty to our interest rate hedge agreement consists of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders will be unable to fund their commitments as required, we can provide no assurances that future funding availability will not be impacted by adverse conditions in the financial markets. Should an individual lender default on its obligations, the remaining lenders would not be required to fund the shortfall, resulting in a reduction in the total amount available to us for future borrowings, but would remain obligated to fund their own commitments. Should the counterparty to our interest rate hedge agreement default on its obligation, we could experience higher interest rate volatility during the period of any such default.

Sources of Cash

Amended Senior Secured Credit Facility

In October 2025, we amended, restated and refinanced, our existing senior secured credit facility and entered into an amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement amended and restated our then-existing credit agreement (as amended, restated, supplemented or otherwise modified immediately prior to the effectiveness of the Credit Agreement, the “Prior Credit Agreement”), and provides for (i) a $1.3 billion multicurrency revolving credit facility (the “multicurrency revolving facility”), (ii) a $400 million venue expansion revolving credit facility (the “venue expansion revolving facility” and together with the multicurrency revolving facility, the “revolving facilities”), (iii) a $700 million delayed draw term loan A facility (the “delayed draw term loan A facility”), and (iv) a $1.3 billion term loan B facility (the “term loan B facility” and together with the revolving facilities and the delayed draw term loan A facility, the “senior secured credit facilities”). The term loan B facility was fully drawn at the closing of the senior secured credit facilities. The multicurrency revolving facility provides for sublimits of up to $250 million for the issuance of letters of credit and $200 million for swingline loans.

The commitments under the delayed draw term loan A facility will expire on October 21, 2027 unless drawn prior to such date. The revolving facilities and the delayed draw term loan A facility mature on October 21, 2030; provided, that if (x) any of our 2027 senior secured notes or the 2027 senior unsecured notes remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $500 million and (y) our consolidated free cash on such date is less than the sum of such outstanding principal amount plus $500 million, then the maturity date of the revolving facilities and the delayed draw term loan A facility will instead be the date that is ninety-one days prior to the stated maturity of our 2027 senior secured notes, 2027 senior unsecured notes or any permitted refinancing or extension of such indebtedness, as applicable. The term loan B facility matures on October 21, 2032.

The interest rates per annum applicable to the revolving facilities and the delayed term loan A facility are, at our option, equal to either Term SOFR plus 1.50% or an adjusted base rate (as defined in the Credit Agreement) plus 0.50%, subject to two stepdowns based on our secured leverage ratio. The interest rates per annum applicable to the term loan B facility are, at our option, equal to either Term SOFR plus 2.00% or an adjusted base rate plus 1.00%. We have an interest rate swap agreement that ensures the interest rate on $500.0 million principal amount of our outstanding term loan B facility does not exceed 3.445% through October 2026.

We are required to pay a commitment fee equal to 0.35% per annum on the undrawn portion available under the revolving facilities and the delayed draw term loan A facility, and customary letter of credit fees, as necessary. Based on our outstanding letters of credit of $11.7 million, $1.69 billion was available for future borrowings from our revolving facilities as of March 31, 2026.

Commencing at the earlier of (i) the date on which the commitments under the delayed draw term loan A facility have been reduced to zero and (ii) October 21, 2027, we will be required to make quarterly payments on borrowings under the delayed draw term loan A facility at a rate equal to, for the first three years after October 21, 2025, 0.625% of the original principal amount thereof, and thereafter, 1.25% of the original principal amount thereof. We will be required to make quarterly payments on the term loan B facility at a rate equal to 0.25% of the original principal amount thereof. We are also required to make mandatory prepayments of the loans under the senior secured credit facilities, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances, and other specified events.

Debt Covenants

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

Subsequent Event

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

Uses of Cash

Acquisitions

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

Capital Expenditures

Venue and ticketing operations require ongoing investment in our existing venues and ticketing systems to address fan and artist expectations, technological industry advances and various federal, state and/or local regulations.

We categorize capital outlays between revenue generating capital expenditures and maintenance capital expenditures. Revenue generating capital expenditures are primarily focused on our global venue expansion strategy as we connect more artists to their global fan base and major renovations to buildings to enhance the fan experience and drive improvements in our hospitality efforts including onsite spending and premium experiences. In addition, in Ticketing, we continue to develop new ticketing tools and technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. Maintenance capital expenditures are associated with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Capital expenditures typically increase during periods when our venues are not in operation since that is the time that such improvements can be completed.

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:

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

We expect capital expenditures to be approximately $1.1 billion to $1.2 billion for the year ending December 31, 2026 with approximately 85% dedicated to revenue generating projects, including $800 million to $850 million of spend relating to our venue expansion and enhancement plans. Approximately $250 million of our capital expenditure estimate is being funded outside our cash flow by third party equity partners, sponsors, pre-selling certain premium rights and project-based debt.

Cash Flows

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.

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. 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.

Seasonality

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.

Market Risk

We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates and interest rates.

Foreign Currency Risk

We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. Our foreign subsidiaries also carry certain net assets or liabilities that are denominated in a currency other than that subsidiary’s functional currency. 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. 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. In addition, the reported carrying value of our assets and liabilities, including the total cash and cash equivalents held by our foreign operations, will also be affected by changes in foreign currency exchange rates.

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.

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

Based on the amount of our floating-rate debt as of March 31, 2026, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.6 million. This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of March 31, 2026 with no subsequent change in rates for the remainder of the period.

In January 2020, we entered into an interest rate swap agreement that is designated as a cash flow hedge for accounting purposes to effectively convert a portion of our floating-rate debt to a fixed-rate basis. The swap agreement expires in October 2026, has a notional amount of $500.0 million and ensures that a portion of our floating-rate debt for our outstanding term loan B facility does not exceed 3.445%.

Accounting and Other Pronouncements

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

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenue and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material.

Management believes that the accounting estimates involved in business combinations, impairment of long-lived assets and goodwill, revenue recognition, and income taxes are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions are described in Part II—Financial Information**—**Item 7. 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.

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 March 31, 2026, 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 2025 Annual Report on Form 10-K filed with the SEC on February 19, 2026, 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 2025 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 March 31, 2026:

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 March 31, 2026.

Venue Securitization Transaction

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 a Note Purchase Agreement (the “Note Purchase Agreement”) providing for the issuance by VenueCo on behalf of and as representative for issuers located in other jurisdictions (together with VenueCo, the “Members”) of €610 million aggregate principal amount of fixed rate senior secured notes (the “Notes”). On that date, VenueCo and the other Members also entered into a Master Trust Indenture (the “Master Indenture”) and a First Supplemental Indenture, in each case, with Mount Street Mortgage Servicing Limited as Master Trustee (the “Trustee”) and Master Servicer, HSBC Bank USA, N.A. (“HSBC”) as Depositary and the other parties thereto. The offering of the Notes is expected to close on or about May 8, 2026.

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 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.

The Notes will be issued in four tranches at par and bear interest payable semi-annually in arrears at annual rates and with maturities as follows:

Each tranche of Notes, other than Series 2026 B-2, amortizes on a scheduled basis. Series 2026 B-2 is non-amortizing prior to its stated maturity. 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 are secured by Obligation No. 1 (“Obligation No. 1”) issued to HSBC, as the Collateral Agent, on behalf of the Noteholders pursuant to the Master Indenture, to evidence the payment obligations of the Members, and for which the Members are jointly and severally liable. As security for Obligation No. 1, the Members collaterally assigned to the Trustee and granted a security interest in (1) all funds and accounts established under the Master Indenture, (2) the intercompany loan documents, and (3) rights of the applicable Members to and under (x) mortgages granted by the Participants on substantially all of the real property assets comprising the following venues (the “Venues”): Ruoff Music Center (Noblesville, IN); Credit Union 1 Amphitheatre (Tinley Park, IL); Ziggo Dome (Amsterdam, Netherlands); and 3Arena (Dublin, Ireland), and collateral assignments by the Participants of all related personal property, and (y) an assignment of monthly current and deferred revenues from the Venues after deduction of operating expenses (“Pledged Revenues”). The Pledged Revenues (other than deferred revenues, to the extent not yet released) are to be transferred to and held in segregated accounts by the Trustee and will be applied towards payment of agreed fees and expenses of the Trustee and other service providers and towards funding various reserve accounts. Surplus amounts may only be released to VenueCo and the Members (and further released to the Participants) and thereafter applied to repay subordinated indebtedness or for further distribution to the Company and its other subsidiaries only if all 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”). If the Release Conditions are not met for six consecutive fiscal quarters, a portion of the balance in the surplus fund is subject to a mandatory prepayment offer on the Notes.

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.

The Company and certain of its subsidiaries (the “Service Providers”) have been engaged to perform certain services with respect to the Venues and will receive compensation for the performance of such services. The Service Providers may be terminated for cause at the direction of a majority of applicable Noteholders and may resign at any time without cause upon 30 days’ prior written notice to the Master Trustee, with such resignation effective upon the appointment of a replacement service provider.

The Notes were sold in private offerings in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The above description of the Note Purchase Agreement and the Master Indenture is a summary and is not complete. Copies of the Note Purchase Agreement and the Master Indenture will be filed as exhibits to our Quarterly Report on Form 10-Q for the quarter ending June 30, 2026, and the above summary is qualified by reference to the terms set forth in such exhibit.

§ 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 May 5, 2026.