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Live Nation Entertainment

NYSE: LYV · USD

Live Nation Entertainment (LYV) Economic Moat Analysis50

Avantages concurrentiels, preuves datées et risques d’érosion.

Narrow avantage concurrentiel

Live Nation has a narrow moat grounded in its established venue rights and artist relationships, supported by substantial operating activity across multiple years. These assets provide access to events and audiences that competitors must assemble, although the disclosures do not establish a self-reinforcing network effect or a structural cost advantage. Pricing outcomes are favorable but partly reflect event mix and ancillary spending, with artists sharing pricing authority. Declining ticketing client counts, weaker concert profitability in early 2026 and actual antitrust settlement developments limit confidence in durability.

Intangible assets

An established portfolio of venue ownership, operating and booking interests, combined with artist relationships, provides privileged access to event supply and audiences. The demonstrated advantage is access through assets and relationships; scale alone does not establish the moat.

Durabilité
Venue interests expanded from 373 in 2023 to 460 in 2025, while concert attendance increased from over 145 million to 159 million. Long-term agreements with key personnel provide some protection for relationships. Durability is limited by undisclosed venue-right expiration dates, differing levels of venue control and the portability of personal relationships.
Concurrents
Comparaison non établie
Risques d’érosion
Artists retain bargaining power, competitors can recruit relationship holders, and some artist-management agreements are terminable at will. Ticketing clients declined from approximately 11,500 in 2024 to 10,500 in 2025 despite increased ticket distribution. The binding antitrust settlement provides for structural and injunctive relief, subject to court approval; its operational effects are not established.
Ce qui invaliderait la thèse
The thesis would be invalidated by sustained losses of material venue booking or operating rights and artist relationships that reduce event access, or by implemented regulatory remedies that remove the access advantage without replacement. Persistent client losses accompanied by declining ticket activity and worsening economics would further undermine the integrated platform's value.
Preuves (6) · Contre-preuves (8)

Évolution depuis la dernière analyse

  • Changed the previous uncertain verdict to narrow: disclosed venue rights, multi-year operating activity and agreements protecting key relationships support a limited access advantage. This is a reassessment of the supplied evidence, not evidence of a newly created moat.
  • Retained caution on pricing attribution and antitrust erosion; added the decline in reported ticketing clients as contrary evidence.
  • Added criterion-level management assessments using the supplied April 24, 2026 proxy disclosures of existing governance, compensation arrangements and actual bonus payments.

Limites de l’analyse

  • All sources are issuer filings. Operating results and contractual disclosures support the assessment, while leadership rankings and claims of unmatched resources remain issuer assertions.
  • Competition passages disclose generic categories without identifying operating competitors by name. Competitor arrays are therefore empty; sponsor names, related parties and director affiliations are not treated as competitors.
  • Venue totals combine ownership, operations, exclusive booking rights and equity interests. They do not establish exclusive control of all venues or disclose the duration of each right.
  • Ticketing contract durations are described as industry practice. Client-specific exclusivity, renewal rates, switching costs and termination provisions are not supplied.
  • Client-count comparability is not explained. The decline is contrary evidence, but cannot be converted into a churn rate or attributed conclusively to competitive losses.
  • Gross transaction value includes ticket face value and service charges. Changes in average transaction value and onsite spending do not isolate like-for-like pricing, fee increases or price elasticity.
  • The settlement's detailed remedies and subsequent operating effects are absent. As of the July 30, 2026 filing, court approval was still required; requested divestiture is not treated as an implemented remedy.
  • The proxy provides actual compensation and governance disclosures, but the excerpts do not establish executives' beneficial ownership or compliance with ownership guidelines. Investment returns and complete cash-flow coverage are also missing.
  • Source dates are treated as filed dates, retaining their supplied dateKind. No later developments or retrieval-date assumptions are used.

Indicateurs financiers à confronter à la thèse

Ratios calculés à partir des publications annuelles. Une valeur manquante reste indisponible. Les graphiques détaillés sont accessibles dans les autres onglets.

Indicateurs financiers à confronter à la thèse
PériodeGross marginOperating marginROICFCF margin
2021—-6.7%—26.0%
2022—4.4%113.1%8.9%
2023—4.7%130.7%4.1%
2024—3.6%—4.7%
2025—5.0%53.1%1.3%

Pouvoir de fixation des prix50

  • Pricing outcomes

    Second-quarter 2026 fee-bearing GTV rose 15% while ticket volume rose 8%, indicating higher average transaction value; management also reported increased onsite spending. These are favorable monetization outcomes, but mix and spending changes cannot be separated from actual price increases.

  • Customer demand

    Repeat demand is assessed indirectly from ticket distribution growth between 2024 and 2025 and increased fee-bearing sales in 2026. The decline from approximately 11,500 to 10,500 clients offsets this evidence. No cohort retention or renewal rate is disclosed.

  • Margin resilience

    Ticketing and sponsorship maintained substantial operating earnings, but resilience is uneven: first-half 2026 Concerts AOI declined despite revenue growth, and consolidated GAAP operating income fell sharply with a $450 million governmental-investigations and litigation charge. AOI exclusions limit conclusions from adjusted results.

  • Pricing freedom

    Live Nation participates in ticket-price setting as a promoter and earns contractual ticketing fees. Authority is shared with artists and other parties, while incentives paid to secure clients demonstrate negotiated economics. The disclosures support partial freedom, not unilateral fee-setting power.

Management50

  • Capital discipline

    Expanded venues and higher 2025 operating earnings provide outcomes against increased investment. However, reported capital expenditures rose from $468.8 million in 2023 to $1.086 billion in 2025, first-quarter 2026 spending increased further, and debt and non-cancelable commitments are substantial. Missing project returns and complete cash-flow evidence prevent a strong grade.

  • Incentive alignment

    Existing stock-price-linked awards and an actual performance-based CFO bonus establish meaningful alignment mechanisms. Reliance on AOI adjusted for certain legal outcomes, together with substantial CEO termination benefits and equity acceleration, makes alignment mixed. Actual executive ownership is not established.

  • Execution

    Execution is assessed indirectly from expanding venue interests, concert attendance, ticket distribution and 2025 earnings. Declining client counts, lower first-half 2026 Concerts AOI and substantial litigation costs qualify these achievements. Management's projected recovery is not treated as delivered performance.

  • Governance

    Disclosed safeguards include an independent chair, 11 independent directors out of 12, annual elections, majority voting and a clawback policy. Management reported effective June 2026 disclosure controls. Prior financial-statement corrections, significant litigation consequences and generous termination provisions limit confidence in demonstrated oversight effectiveness; allegations are not treated as findings of misconduct.

Sources et méthode

Publication courante · Mis à jour 19/10/2026 · Version 4

Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.

Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 6/6 · 19/10/2026

Moat50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 3/4 · Actual venue interests and booking access, supported by extensive concert activity and disclosed relationship dependence, demonstrate a meaningful supply-access advantage. This does not establish network effects, lowest costs or exclusive control of every venue.

durability · 2/4 · Venue expansion and activity across 2023–2025 support persistence. Personnel agreements offer protection, but relationships can move and some artist agreements are terminable at will. Structural settlement relief adds unresolved erosion risk.

customer dependency · 2/4 · Serving 10,500 ticketing clients and distributing 646 million tickets demonstrate substantial use. Typical multi-year contracts provide continuity, but are industry-wide disclosures rather than proof of Live Nation-specific switching friction. The reported client decline weakens dependency evidence.

erosion resilience · 1/4 · Ticket activity continued growing, but resilience to regulatory intervention remains unproven after a binding settlement specifying structural and injunctive relief. Client counts declined and personal relationships remain contestable. These concerns do not establish that the advantage has already disappeared.

Pouvoir de fixation des prix50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Second-quarter 2026 fee-bearing GTV rose 15% while ticket volume rose 8%, indicating higher average transaction value; management also reported increased onsite spending. These are favorable monetization outcomes, but mix and spending changes cannot be separated from actual price increases.

retention · 2/4 · Repeat demand is assessed indirectly from ticket distribution growth between 2024 and 2025 and increased fee-bearing sales in 2026. The decline from approximately 11,500 to 10,500 clients offsets this evidence. No cohort retention or renewal rate is disclosed.

margin resilience · 2/4 · Ticketing and sponsorship maintained substantial operating earnings, but resilience is uneven: first-half 2026 Concerts AOI declined despite revenue growth, and consolidated GAAP operating income fell sharply with a $450 million governmental-investigations and litigation charge. AOI exclusions limit conclusions from adjusted results.

contractual freedom · 2/4 · Live Nation participates in ticket-price setting as a promoter and earns contractual ticketing fees. Authority is shared with artists and other parties, while incentives paid to secure clients demonstrate negotiated economics. The disclosures support partial freedom, not unilateral fee-setting power.

Prévisibilité66

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
100.00
Revenue growth volatility (pp)
66.42
Positive FCF years (%)
100.00
FCF margin volatility (pp)
8.83

Solidité financière32

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
0.00
netDebtEbitGrade
82.33
interestCoverageGrade
26.90
currentRatioGrade
19.60
Debt / FCF (x)
24.58
Net debt / operating income (x)
0.88
Interest coverage (x)
3.96
Current ratio (x)
1.00

Allocation du capital95

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
105.49
3-year average dilution (%)
1.03
3-year average SBC / revenue (%)
0.53
cashConversionGrade
100.00

Qualité du management50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Expanded venues and higher 2025 operating earnings provide outcomes against increased investment. However, reported capital expenditures rose from $468.8 million in 2023 to $1.086 billion in 2025, first-quarter 2026 spending increased further, and debt and non-cancelable commitments are substantial. Missing project returns and complete cash-flow evidence prevent a strong grade.

incentive alignment · 2/4 · Existing stock-price-linked awards and an actual performance-based CFO bonus establish meaningful alignment mechanisms. Reliance on AOI adjusted for certain legal outcomes, together with substantial CEO termination benefits and equity acceleration, makes alignment mixed. Actual executive ownership is not established.

execution · 2/4 · Execution is assessed indirectly from expanding venue interests, concert attendance, ticket distribution and 2025 earnings. Declining client counts, lower first-half 2026 Concerts AOI and substantial litigation costs qualify these achievements. Management's projected recovery is not treated as delivered performance.

governance · 2/4 · Disclosed safeguards include an independent chair, 11 independent directors out of 12, annual elections, majority voting and a clawback policy. Management reported effective June 2026 disclosure controls. Prior financial-statement corrections, significant litigation consequences and generous termination provisions limit confidence in demonstrated oversight effectiveness; allegations are not treated as findings of misconduct.

Preuves

Live Nation owns, operates, has exclusive booking rights for or has an equity interest for which we have a significant influence in 373 venues globally, including House of Blues® music venues and prestigious locations such as The Fillmore® in San Francisco, Brooklyn Bowl® in New York City, the Hollywood Palladium in Los Angeles, the Moody Center© arena in Austin, the Ziggo Dome in Amsterdam, 3Arena in Dublin, Royal Arena in Copenhagen and Spark Arena in Auckland.

Item 1, Business, 2023 venue portfolio · Dépôt 22/02/2024

Live Nation owns, operates, has exclusive booking rights for or has an equity interest in 460 venues globally, including House of Blues® music venues and prestigious locations such as The Fillmore® in San Francisco, Brooklyn Bowl® in New York City, the Hollywood Palladium in Los Angeles, the Moody Center© arena in Austin, the Ziggo Dome in Amsterdam, 3Arena in Dublin, Royal Arena in Copenhagen and Spark Arena in Auckland.

Item 1, Business, 2025 venue portfolio · Dépôt 19/02/2026

We believe we are the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting over 145 million fans to more than 6,800 artists at over 50,000 events in 2023.

Item 1, Business, 2023 concert activity · Dépôt 22/02/2024

We believe we are the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting 159 million fans to over 11,000 artists at 55,000 events in 2025.

Item 1, Business, 2025 concert activity · Dépôt 19/02/2026

The live music business is uniquely dependent upon personal relationships, as promoters and executives within live music companies such as ours leverage their existing network of relationships with artists, agents and managers in order to secure the rights to the live music tours and events which are critical to our success.

Risk Factors, personal relationships and event rights · Dépôt 19/02/2026

Although we have entered into long-term agreements with many of those individuals described above to protect our interests in those relationships, we can give no assurance that all or any of these key employees or managers will remain with us or will retain their associations with key business contacts, including music artists, as some agreements between a manager and an artist are not for a fixed period of time and are instead terminable at will.

Risk Factors, personnel agreements and terminable artist relationships · Dépôt 19/02/2026

Our competitors compete with us for key employees who have relationships with popular music artists and who have a history of being able to book such artists for concerts and tours.

Risk Factors, competition for employees with artist relationships · Dépôt 19/02/2026

Due to increasing artist influence and competition to attract and maintain artist clients, we may enter into agreements on terms that are less favorable to us, which could negatively impact our financial results.

Risk Factors, artist bargaining power · Dépôt 19/02/2026

Ticketmaster serves approximately 11,500 clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, festival and concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.

Item 1, Business, 2024 ticketing clients · Dépôt 21/02/2025

Ticketmaster serves 10,500 clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, festival and concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.

Item 1, Business, 2025 ticketing clients · Dépôt 19/02/2026

Early in the trial, the Company entered into a binding term sheet with the United States settling the lawsuit (“the Settlement”).

Note 6, binding antitrust settlement term sheet · Dépôt 30/07/2026

The terms of the Settlement, which were made public on March 9, 2026, provide for injunctive and structural relief addressing all of the United States’ claims, and initially provided for a $280 million settlement fund to address damages and civil penalty claims by plaintiff states.

Note 6, settlement relief and initial settlement fund · Dépôt 30/07/2026

Under the Tunney Act, the district court judge presiding over the matter must approve the settlement before it takes final effect, following a process prescribed by statute.

Note 6, court approval required before settlement takes final effect · Dépôt 30/07/2026

20 Table of Contents The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2026 and 2025: Concerts Ticketing Sponsorship & Advertising Other & Eliminations Corporate Consolidated (in thousands) Three Months Ended June 30, 2026 Revenue $ 6,444,351 $ 852,218 $ 382,969 $ (12,680) $ — $ 7,666,858 % of Consolidated Revenue 84.1% 11.1% 5.0% (0.2)% Other Segment Items $ 6,134,797 $ 521,181 $ 126,119 $ (7,010) $ 74,759 $ 6,849,846 AOI $ 309,554 $ 331,037 $ 256,850 $ (5,670) $ (74,759) $ 817,012 Intersegment revenue $ 5,950 $ 6,730 $ — $ (12,680) $ — $ — Three Months Ended June 30, 2025 Revenue $ 5,946,377 $ 742,696 $ 340,561 $ (22,993) $ — $ 7,006,641 % of Consolidated Revenue 84.9% 10.6% 4.9% (0.4)% Other Segment Items $ 5,587,695 $ 452,603 $ 112,973 $ (16,285) $ 71,232 $ 6,208,218 AOI $ 358,682 $ 290,093 $ 227,588 $ (6,708) $ (71,232) $ 798,423 Intersegment revenue $ 17,257 $ 5,983 $ (247) $ (22,993) $ — $ — Six Months Ended June 30, 2026 Revenue $ 9,219,877 $ 1,617,234 $ 641,562 $ (18,786) $ — $ 11,459,887 % of Consolidated Revenue 80.5% 14.1% 5.6% (0.2)% Other Segment Items $ 8,907,436 $ 1,030,598 $ 220,160 $ (9,003) $ 122,705 $ 10,271,896 AOI $ 312,441 $ 586,636 $ 421,402 $ (9,783) $ (122,705) $ 1,187,991 Intersegment revenue $ 9,011 $ 9,775 $ — $ (18,786) $ — $ — Six Months Ended June 30, 2025 Revenue $ 8,430,453 $ 1,437,368 $ 556,627 $ (35,690) $ — $ 10,388,758 % of Consolidated Revenue 81.1% 13.8% 5.4% (0.3)% Other Segment Items $ 8,065,200 $ 894,216 $ 193,075 $ (23,092) $ 119,885 $ 9,249,284 AOI $ 365,253 $ 543,152 $ 363,552 $ (12,598) $ (119,885) $ 1,139,474 Intersegment revenue $ 25,464 $ 10,226 $ — $ (35,690) $ — $ — 21 Table of Contents The following table sets forth the reconciliation of consolidated AOI to operating income 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) AOI $ 817,012 $ 798,423 $ 1,187,991 $ 1,139,474 Acquisition expenses 30,901 79,133 100,325 108,890 Amortization of non-recoupable ticketing contract advances 22,220 20,721 48,240 45,443 Depreciation and amortization 188,459 159,025 357,755 308,480 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 — Stock-based compensation expense 62,031 61,547 94,808 86,097 Operating income $ 521,917 $ 486,653 $ 151,401 $ 601,422 Contract Advances At June 30, 2026 and December 31, 2025, we had ticketing contract advances of $262.8 million and $298.7 million, respectively, recorded in prepaid expenses and $161.0 million and $155.7 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Note 8, segment results, GAAP reconciliation and ticketing advances · Dépôt 30/07/2026

Ticketmaster provides ticket sales services and marketing and distribution globally through www.ticketmaster.com and www.livenation.com and our mobile apps, other websites and numerous retail outlets, distributing 646 million tickets through our systems in 2025.

Item 1, Business, 2025 ticket distribution · Dépôt 19/02/2026

Ticketmaster provides ticket sales services and marketing and distribution globally through www.ticketmaster.com and www.livenation.com and our mobile apps, other websites and numerous retail outlets, distributing over 637 million tickets through our systems in 2024.

Item 1, Business, 2024 ticket distribution · Dépôt 21/02/2025

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%.

MD&A, second-quarter fee-bearing ticket sales · Dépôt 30/07/2026

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%.

MD&A, second-quarter fee-bearing gross transaction value · Dépôt 30/07/2026

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

Executive Overview, observed onsite and premium spending · Dépôt 30/07/2026

Artists, in conjunction with promoters, managers and booking agents, set ticket prices and advertising plans.

Business, shared ticket-price setting · Dépôt 19/02/2026

Ticketing companies will contract with venues and/or promoters to sell tickets to events over a period of time, generally three to five years.

Business, typical ticketing contract duration · Dépôt 19/02/2026

The ticketing company generally gets paid a fixed fee per ticket sold or a percentage of the total ticket service charges.

Business, ticketing fee arrangements · Dépôt 19/02/2026

Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by us to secure the contract with certain clients and are typically amortized over the life of the contract on a straight-line basis.

Accounting policies, incentives paid to secure ticketing contracts · Dépôt 19/02/2026

85 The following table presents the results of operations for our reportable segments for the years ending December 31, 2025, 2024 and 2023: Concerts Ticketing Sponsorship & Advertising Other & Eliminations Corporate Consolidated (in thousands) 2025 Revenue $ 20,860,726 $ 3,081,166 $ 1,329,233 $ (69,719) $ — $ 25,201,406 % of Consolidated Revenue 82.8% 12.2% 5.3% (0.3)% Other Segment Items 20,173,643 1,946,734 484,008 (44,986) 275,607 22,835,006 AOI $ 687,083 $ 1,134,432 $ 845,225 $ (24,733) $ (275,607) $ 2,366,400 Intersegment revenue $ 40,736 $ 25,376 $ 3,607 $ (69,719) $ — $ — Capital expenditures $ 942,053 $ 92,058 $ 30,964 $ — $ 21,364 $ 1,086,439 2024 Revenue $ 19,024,302 $ 2,988,685 $ 1,195,019 $ (52,381) $ — $ 23,155,625 % of Consolidated Revenue 82.2% 12.9% 5.2% (0.3)% Other Segment Items 18,494,554 1,865,097 431,242 (24,121) 242,955 21,009,727 AOI $ 529,748 $ 1,123,588 $ 763,777 $ (28,260) $ (242,955) $ 2,145,898 Intersegment revenue $ 29,633 $ 22,220 $ 528 $ (52,381) $ — $ — Capital expenditures $ 491,691 $ 87,925 $ 24,507 $ — $ 33,508 $ 637,631 2023 Revenue $ 18,740,913 $ 2,959,477 $ 1,095,217 $ (69,290) $ — $ 22,726,317 % of Consolidated Revenue 82.5% 13.0% 4.8% (0.3)% Other Segment Items 18,420,516 1,819,344 420,080 (29,716) 214,974 20,845,198 AOI $ 320,397 $ 1,140,133 $ 675,137 $ (39,574) $ (214,974) $ 1,881,119 Intersegment revenue $ 17,773 $ 51,517 $ — $ (69,290) $ — $ — Capital expenditures $ 346,392 $ 68,991 $ 18,250 $ — $ 35,118 $ 468,751 The following table sets forth the reconciliation of consolidated AOI to operating income for the for the years ended December 31, 2025, 2024 and 2023: 2025 2024 2023 (in thousands) AOI $ 2,366,400 $ 2,145,898 $ 1,881,119 Acquisition expenses 259,586 128,513 93,664 Amortization of non-recoupable ticketing contract advance 88,386 88,717 83,693 Depreciation and amortization 638,872 549,923 516,797 Gain on sale of operating assets (18,528) (11,015) (13,927) Astroworld loss contingencies (8,352) 454,902 — Stock-based compensation expense 155,219 110,348 115,959 Operating income $ 1,251,217 $ 824,510 $ 1,084,933 86 Deferred Revenue The majority of our deferred revenue is typically classified as current and is shown as a separate line item on the consolidated balance sheets.

Note 11, 2023–2025 segment performance and capital expenditures · Dépôt 19/02/2026

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, 2026 2025 (in thousands) Revenue generating $ 219,300 $ 126,000 Maintenance 29,957 14,880 Total capital expenditures $ 249,257 $ 140,880 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.

Liquidity and Capital Resources, actual first-quarter capital expenditures · Dépôt 05/05/2026

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

Market Risk, total debt at June 30, 2026 · Dépôt 30/07/2026

As of December 31, 2025, our future minimum payments under non-cancelable contracts and capital expenditure commitments consist of the following: Non-cancelable Contracts Capital Expenditures (in thousands) 2026 $ 2,423,299 $ 28,384 2027 806,187 14,732 2028 292,010 3,676 2029 449,493 2,838 2030 159,120 2,124 Thereafter 346,409 67,338 Total $ 4,476,518 $ 119,092 Certain agreements relating to acquisitions provide for deferred purchase consideration payments at future dates.

Note 7, non-cancelable operating and capital commitments · Dépôt 19/02/2026

Some of the highlights of our corporate governance include: What We Do: What We Don’t Do: ✓ Chairman of the Board not a member of management ✓ 11 of 12 current directors and 11 of 12 of our director nominees are independent (and only one, our Chief Executive Officer, is a member of management) ✓ Annual election of all members of our board of directors (see Proposal 1) ✓ Majority voting standard for uncontested director elections ✓ Director resignation policy for directors who fail to receive a majority of votes for re-election ✓ Annual advisory vote to approve executive compensation (see Proposal 2) ✓ Annual advisory vote to ratify independent auditor (see Proposal 3) ✓ Robust stock ownership guidelines ✓ Clawback policy for compensation erroneously-awarded due to financial restatements ✓ Regular board self-assessments at both individual and group levels ✓ Committee members (other than Executive Committee) all independent × No repricing of underwater stock options without stockholder approval × No hedging of company securities per company policy × No pledging of company securities without preapproval per company policy × No former employees serving as directors 6 | 2026 Proxy Statement Table of Contents Corporate Governance Independence Our board of directors currently consists of twelve directors, eleven of whom are independent (as defined by our Board of Directors Governance Guidelines), and one of whom serves as our President and Chief Executive Officer.

Corporate Governance, current board structure and shareholder protections · Dépôt 24/04/2026

In addition, the vesting of the performance share awards made to four of our named executive officers (including the Chief Executive Officer) in connection with their employment agreements entered into in 2022 and 2023 is tied to the attainment of aggressive stock price targets—these executives will only realize this compensation if the company achieves stock price growth benefiting all of our stockholders.

Compensation Discussion and Analysis, existing stock-price performance awards · Dépôt 24/04/2026

Currently, we are primarily emphasizing, and the executive compensation program is designed primarily to reward, achievement of targeted Adjusted Operating Income, evaluated on a pro-forma, constant-currency basis and adjusted for certain legal settlements and judgments.

Compensation Discussion and Analysis, principal incentive metric · Dépôt 24/04/2026

Due to the significant and non-recurring nature of the matters, we also exclude from AOI the impact of realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, and expenses for regulatory compliance matters associated with the provision for (possible) losses arising from certain significant governmental investigations and litigations under Accounting Standards Codification 450—Contingencies, which are described under the heading “Governmental Investigations and Litigation” in Note 7 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

Compensation Discussion and Analysis, litigation exclusions from AOI · Dépôt 24/04/2026

Berchtold a cash performance bonus of $4,087,652 for 2025, representing the bonus amount due for attainment of 102% of targeted Adjusted Operating Income for the year.

Compensation Discussion and Analysis, actual 2025 CFO performance bonus · Dépôt 24/04/2026

If Mr. Rapino’s employment is terminated by him for “good reason” or he is terminated by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $42,966,814 (which represents the Rapino Company Severance ($6,000,000), as defined below under “Named Executive Officer Employment Agreements & Other Compensation Information—Michael Rapino,” and his 2024 performance bonus ($36,966,814), (ii) the acceleration of all stock options, restricted stock awards and performance stock awards and (iii) a payment of $5,000 per month for up to three years in respect of continued medical coverage.

Potential Payments Upon Termination, CEO severance and equity acceleration · Dépôt 24/04/2026

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.

Controls and Procedures, June 2026 management effectiveness assessment · Dépôt 30/07/2026

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 48 Consolidated Balance Sheets as of December 31, 2024 and 20231 50 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 20221 51 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 20221 52 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 20221 53 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 20221 54 Notes to Consolidated Financial Statements 55 (1) Prior period financial statements were revised as further discussed in Part II — Financial Information—Item 8.—Financial Statements—Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

Financial statement index, revisions correcting prior-period errors · Dépôt 21/02/2025

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.

MD&A, gross transaction value definition · Dépôt 30/07/2026

Historique des publications

Historique des publications
VersionMis à jourAvantage concurrentiel
419/10/2026narrow
318/10/2026uncertain
218/10/2026uncertain
118/10/2026Indisponible

Sources

Méthode et limites de l’analyse · Comprendre ce concept