Item 5. Other Information

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.