AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Relationships and ticketing contracts are established operating assets, but relative superiority, network reinforcement and barriers to substitution are not demonstrated.
durability · — · Repeated relationship disclosures establish continuity, but personnel dependence, at-will arrangements and missing client contract terms prevent assessment of durable protection.
customer dependency · — · Contract advances demonstrate client relationships, not indispensable service or costly migration. Growing ticket demand does not establish venue or artist dependency.
erosion resilience · — · Current operating activity remains strong, but the passages cannot establish competitive resilience after the settlement's structural and injunctive provisions take effect.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Second-quarter fee-bearing GTV rose 15% against ticket volume growth of 8%, while onsite spending also increased. These are positive realized monetization outcomes, but face value, service charges and mix are not separated.
retention · 2/4 · Ticket volume growth and higher event-related deferred revenue support continued demand indirectly. They do not identify repeat purchasers, retained clients or renewal rates, so retention evidence is mixed.
margin resilience · 2/4 · Ticketing and sponsorship AOI grew in first-half 2026, but Concerts AOI declined despite revenue growth. Consolidated operating income also absorbed a $450 million governmental-investigation and litigation charge. Earlier operating improvements support resilience, but it is uneven and cannot be attributed solely to pricing.
contractual freedom · 1/4 · Artists share ticket price-setting with promoters, managers and agents, while ticketing contracts involve royalties and sometimes additional incentives paid to clients. These disclosures indicate constrained pricing authority; unilateral service-fee discretion and detailed terms are absent.
Predictability66
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
Financial strength32
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
Capital allocation95
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
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Capital expenditures increased from $468.8 million in 2023 to $1.09 billion in 2025, alongside improved annual operating results; new venues generated $30.3 million of second-quarter 2026 revenue. Against these outcomes stand $9.3 billion of debt, substantial contractual commitments and actual equity issuance. Investment returns and complete cash-flow coverage are missing, supporting a mixed assessment.
incentive alignment · 2/4 · Granted performance shares include stock-price conditions, and an actual CFO bonus was tied to achieved performance. Ownership guidelines and hedging restrictions support alignment. However, AOI incentives exclude important economic costs, and CEO severance includes substantial payments and equity acceleration. Detailed executive holdings are unavailable.
execution · 2/4 · Annual revenue and operating income improved through 2025, and 2026 ticket volumes and new-venue revenue demonstrate delivery. This assessment uses indirect operating evidence rather than a complete record against strategic commitments. First-half Concerts profit weakness and the realized litigation charge temper the positive results.
governance · 2/4 · The disclosed board had 11 independent directors out of 12, annual elections, majority voting and a clawback policy; management reported effective disclosure controls. Liberty-linked board relationships, substantial executive termination benefits, prior accounting revisions and actual antitrust settlement developments temper those safeguards. Formal independence does not establish exceptional oversight.
Evidence
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: relationships used to secure tour and event rights · Filed 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: long-term personnel agreements and at-will artist arrangements · Filed 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.
2023 annual report: industry relationships and securing rights · Filed 22/02/2024
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.
Competition: rivals compete for employees with artist relationships · Filed 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.
Competition: artist influence and potentially less favorable terms · Filed 19/02/2026
Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to our clients pursuant to ticketing agreements and are reflected in prepaid expenses or in long-term advances if the amount is expected to be recouped or recognized over a period of more than twelve months.
Accounting policies: ticketing contract advances · Filed 19/02/2026
Recoupable ticketing contract advances are generally recoupable against future royalties earned by our clients, based on the contract terms, over the life of the contract.
Accounting policies: recoupment against future client royalties · Filed 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: additional incentives paid to secure ticketing contracts · Filed 19/02/2026
Early in the trial, the Company entered into a binding term sheet with the United States settling the lawsuit (“the Settlement”).
Commitments and contingencies: binding federal settlement term sheet · Filed 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.
Commitments and contingencies: injunctive and structural settlement relief · Filed 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.
Commitments and contingencies: judicial approval required for final effect · Filed 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 · Filed 30/07/2026
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%.
Ticketing results: second-quarter fee-bearing ticket volume · Filed 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%.
Ticketing results: second-quarter fee-bearing gross transaction value · Filed 30/07/2026
Artists, in conjunction with promoters, managers and booking agents, set ticket prices and advertising plans.
Industry operations: shared ticket price-setting authority · Filed 19/02/2026
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.
Ticketing metrics: gross transaction value includes face value and service charge · Filed 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.
Segment results: quarterly and half-year revenue, AOI, operating income and contract advances · Filed 30/07/2026
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.
Segment results: 2023–2025 operating performance and capital expenditures · Filed 19/02/2026
Concerts revenue increased $498.0 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to fan count growth from more shows driven by our International markets, particularly mainland Europe and South America, as well as revenue of $30.3 million from newly opened venues.
Concerts results: fan growth and revenue from newly opened venues · Filed 30/07/2026
We had $9.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of June 30, 2026.
Interest-rate risk: total debt at June 30, 2026 · Filed 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.
Commitments: minimum non-cancelable payments and capital commitments · Filed 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 independence, elections and compensation safeguards · Filed 24/04/2026
Hopmans was granted an award targeted at 289,300 performance shares (the “Hopmans Signing Performance Shares”), to vest and be settled in shares of restricted stock from time to time during a performance period running from January 1, 2024 through December 31, 2028 upon attainment of various stock price targets for a period of 60 days, with the actual number of shares earned ranging from 0% to 100% of the target award amount.
Executive employment agreements: granted stock-price-contingent performance shares · Filed 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: adjusted operating income incentive basis · Filed 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: exclusions for specified litigation and regulatory costs · Filed 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: actual 2025 CFO performance bonus awarded · Filed 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.
Termination benefits: CEO severance and equity acceleration · Filed 24/04/2026
One member of our board of directors is on Liberty Live’s board of directors and one member of our board of directors is an executive officer at Liberty Live.
Related-party transactions: board connections with Liberty Live · Filed 19/02/2026
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: management conclusion on disclosure controls · Filed 30/07/2026
(1) For the years ended December 31, 2023 and December 31, 2022, the revision increased our AOI and operating income by $18.7 million for 2023 and decreased our AOI and operating income by $10.1 million for 2022, respectively.
Financial statements: revisions to previously reported operating results · Filed 21/02/2025
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Live Nation Stockholders’ Equity Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests (in thousands, except share data) (in thousands) Balances at December 31, 2025 232,837,623 $ 2,328 $ 1,455,925 $ (1,041,978) $ (30,396) $ (114,872) $ 623,368 $ 894,375 $ 924,472 Non-cash and stock-based compensation — — 98,884 — — — — 98,884 — Common stock issued under stock plans, net of shares withheld for employee taxes 518,475 5 (64,116) — — — — (64,111) — Exercise of stock options 171,556 2 5,055 — — — — 5,057 — Acquisitions — — — — — — 50,446 50,446 98,006 Purchases of noncontrolling interests — — (14,766) — — — 6,613 (8,153) (12,960) Redeemable noncontrolling interests fair value adjustments — — (91,889) — — — — (91,889) 91,889 Contributions received — — — — — — 27,829 27,829 — Cash distributions — — — — — — (121,293) (121,293) (67,442) Other — — — — — — (8,596) (8,596) 6,979 Comprehensive income (loss): Net income (loss) — — — (94,658) — — 94,866 208 22,658 Unrealized gain on cash flow hedge — — — — — 1,097 — 1,097 — Realized gain on cash flow hedge — — — — — (5,241) — (5,241) — Foreign currency translation adjustments — — — — — (23,050) — (23,050) — Balances at June 30, 2026 233,527,654 $ 2,335 $ 1,389,093 $ (1,136,636) $ (30,396) $ (142,066) $ 673,233 $ 755,563 $ 1,063,602 See Notes to Consolidated Financial Statements 6 Table of Contents LIVE NATION ENTERTAINMENT, INC.
Changes in equity: stock compensation and shares issued during first-half 2026 · Filed 30/07/2026
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.
Executive overview: event-related deferred revenue growth · Filed 30/07/2026
