Live Nation Entertainment 10-Q 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended June 30, 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 July 23, 2026, there were 235,633,860 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 2,674,355 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)

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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 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 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

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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, 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 June 30, 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 June 30, 2026.

§ 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 July 30, 2026.