“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. 23 Table of Contents 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 billion. Revenue growth resulted from approximately 1,000 additional shows in the first six months of 2026 compared to the same period in 2025. Concerts fan count for the first six months of 2026 was 72.5 million compared to 66.5 million for the same period in 2025, an improvement of 6.0 million fans or 9%. International fan count grew by 15% in the first six months of 2026 and accounted for almost 90% of our fan growth for the first six months of 2026. Arena fan count was the largest contributor, with growth in almost every one of our global markets. Concerts AOI for the first six months decreased by $52.8 million, or 14%, compared to the same period in 2025, from $365.3 million to $312.4 million. The decline was driven by geographic show mix, quarterly phasing, and the fixed cost drivers explained for the quarter. We are projecting the second half of the year to more than make up for this shortfall and we believe Concerts will end 2026 with double-digit AOI growth. Our Ticketing segment’s revenue for the quarter increased by $109.5 million, or 15%, from $742.7 million in the second quarter of 2025 to $852.2 million in the second quarter of 2026. Consumer demand in our ticketing business is strong, particularly for concert events. 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%. Sales were up in both North America and in our international markets with concert events accounting for over 90% of the increase. 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%. Again, concert activity drove almost the entire increase year-over-year. AOI increased from $290.1 million in the second quarter of 2025 to $331.0 million in the second quarter of 2026, up $40.9 million, or 14%. Ticketing’s deferred tickets are up 10% year-over-year as of the end of the second quarter of 2026, and GTV associated with those deferred tickets is up 16%. As of June 30, 2026, our deferred service fee revenue to be recognized in future periods was also up double digits versus the prior year and was our highest Ticketing deferred service fee revenue ever. For the first six months of 2026, our Ticketing segment’s revenue increased by $179.9 million, or 13%, compared to the same period in 2025, from $1.4 billion to $1.6 billion. Ticketing AOI for the first six months of 2026 increased by $43.5 million, or 8%, compared to the same period in 2025, from $543.2 million to $586.6 million. Through June 30, 2026, our fee-bearing ticket sales were 170.7 million tickets, an increase of 9.8 million tickets, or 6%, compared to the first six months of 2025. We have signed clients with approximately 16 million net new tickets so far this year, of which over 85% are in our international markets, which gives us confidence our ticketing platforms’ features and functionalities are continuing to compete effectively. Given the performance of our Ticketing segment in the first six months of 2026, we are anticipating mid-single digit AOI growth for the segment for the full year. Our Sponsorship & Advertising segment’s revenue for the quarter increased by $42.4 million, or 12%, from $340.6 million in the second quarter of 2025 to $383.0 million in the second quarter of 2026. AOI for the quarter increased by $29.3 million, or 13%, from $227.6 million in the second quarter of 2025 to $256.9 million in the second quarter of 2026. Growth in the quarter was largely driven by new venue and festival deals across multiple markets in Europe as well as Latin America. This included newly acquired venues in Italy, Chile and Argentina. 24 Table of Contents For the first six months of 2026, our Sponsorship & Advertising segment’s revenue grew $84.9 million, or 15%, compared to the same period in 2025, from $556.6 million to $641.6 million. Sponsorship & Advertising AOI for the first six months increased by $57.9 million, or 16% compared to the same period in 2025, from $363.6 million to $421.4 million. The growth in revenue and AOI in the first six months of 2026 was driven by new venue and festival deals in Canada, Europe and Latin America, including growth driven by new venue and festival assets in those markets. Our committed sponsorship sales are up double-digits year-over-year and over 95% of our projected revenue for the year is accounted for, giving us confidence we will deliver double-digit AOI growth for the year once again in our Sponsorship & Advertising segment. We are optimistic about the long-term potential of our Company and are focused on expanding our global platforms to connect artists and fans. 25 Table of Contents Consolidated Results of Operations Three Months Three Months Ended June 30, % Change 2026 2025 As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency** (in thousands) Revenue $ 7,666,858 $ (77,299) $ 7,589,559 $ 7,006,641 9% 8% Operating expenses: Direct operating expenses 5,724,216 5,210,756 10% Selling, general and administrative expenses 1,134,965 1,003,344 13% Depreciation and amortization 188,459 159,025 19% Gain on disposal of operating assets (8,516) (856) * Corporate expenses 105,817 147,719 (28)% Operating income 521,917 (12,907) 509,010 486,653 7% 5% Operating margin 6.8% 6.7% 6.9% Interest expense 97,230 72,048 Interest income (42,709) (37,893) Equity in losses (earnings) of nonconsolidated affiliates 4,459 (4,268) Other expense (income), net (55,664) 36,380 Income before income taxes 518,601 420,386 Income tax expense 115,717 117,645 Net income 402,884 302,741 Net income attributable to noncontrolling interests 108,438 59,330 Net income attributable to common stockholders of Live Nation $ 294,446 $ 243,411 ___________ * Percentages are not meaningful. ** Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Revenue Revenue increased $660.2 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to increased revenue in our Concerts segment of $498.0 million, Ticketing segment of $109.5 million and Sponsorship & Advertising segment of $42.4 million, as further discussed within each segment’s operating results. Operating income Operating income increased $35.3 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily driven by increased operating income in our Ticketing segment of $35.3 million and Sponsorship & Advertising segment of $26.3 million as well as lower Corporate expenses due to certain acquisition expenses in the prior year. These were partially offset by decreased operating income in our Concerts segment of $70.2 million as further discussed within each segment’s operating results. Interest expense Interest expense increased $25.2 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily driven by the issuance of VenueCo notes in the current year. 26 Table of Contents Other expense (income), net For the three months ended June 30, 2026, we had other income, net of $55.7 million, which primarily consisted of mark to market adjustments for certain investments held by noncontrolling interest partners of $60.3 million. For the three months ended June 30, 2025, we had other expense, net of $36.4 million, which primarily consisted of net foreign exchange rate losses of $27.2 million. Net income attributable to noncontrolling interests Net income attributable to noncontrolling interests increased $49.1 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to a gain of $54.1 million for an investment held by a noncontrolling interest partner. Consolidated Results of Operations Six Months Six Months Ended June 30, % Change 2026 2025 As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency** (in thousands) Revenue $ 11,459,887 $ (198,460) $ 11,261,427 $ 10,388,758 10% 8% Operating expenses: Direct operating expenses 8,202,674 7,465,693 10% Selling, general and administrative expenses 2,096,484 1,782,266 18% Depreciation and amortization 357,755 308,480 16% Gain on disposal of operating assets (14,538) (3,058) * Corporate expenses 666,111 233,955 * Operating income 151,401 (209) 151,192 601,422 (75)% (75)% Operating margin 1.3% 1.3% 5.8% Interest expense 187,752 152,391 Interest income (82,176) (71,954) Equity in losses (earnings) of nonconsolidated affiliates 7,342 (4,747) Other expense (income), net (68,015) 39,333 Income before income taxes 106,498 486,399 Income tax expense 83,632 137,356 Net income 22,866 349,043 Net income attributable to noncontrolling interests 117,524 82,429 Net income (loss) attributable to common stockholders of Live Nation $ (94,658) $ 266,614 ____________ * Percentages are not meaningful. ** Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Revenue Revenue increased $1.1 billion during the six months ended June 30, 2026 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $789.4 million, Ticketing segment of $179.9 million and Sponsorship & Advertising segment of $84.9 million, as further discussed within each segment’s operating results. 27 Table of Contents Operating income Operating income decreased $450.0 million during the six months ended June 30, 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 and decreased operating income in our Concerts segment of $100.3 million. These were partially offset by increased operating income in our Ticketing segment of $28.0 million and Sponsorship & Advertising segment of $51.8 million, as further discussed within each segment’s operating results. Interest expense Interest expense increased $35.4 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily driven by the issuance of VenueCo notes in the current year. Other expense (income), net For the six months ended June 30, 2026, we had other income, net of $68.0 million, which primarily consisted of mark to market adjustments for certain investments held by noncontrolling interest partners of $66.5 million. For the six months ended June 30, 2025, we had other expense, net of $39.3 million, which primarily consisted of net foreign exchange rate losses of $34.5 million. Income tax expense For the six months ended June 30, 2026, we recorded a net income tax expense of $83.6 million on pretax income of $106.5 million, compared to a net income tax expense of $137.4 million on pretax income of $486.4 million for the six months ended June 30, 2025. The net decrease in income tax expense of $53.7 million was primarily due to a decrease in pretax income in 2026 as compared to the same period of the prior year, partially offset by the nondeductible tax impact of the Governmental Investigations and Litigation accrual as discussed in Note 6 – Commitments and Contingent Liabilities. Net income attributable to noncontrolling interests Net income attributable to noncontrolling interests increased $35.1 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to a gain of $54.1 million for an investment held by a noncontrolling interest partner. 28 Table of Contents 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 to consolidated AOI 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) Operating income $ 521,917 $ 486,653 $ 151,401 $ 601,422 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 Consolidated AOI $ 817,012 $ 798,423 $ 1,187,991 $ 1,139,474 29 Table of Contents 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. 30 Table of Contents Key Operating Metrics Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands except estimated events) Concerts (1) Estimated events: North America (2) 9,473 9,024 16,354 16,089 International 5,785 5,268 10,300 9,498 Total estimated events 15,258 14,292 26,654 25,587 Estimated fans: North America (2) 23,120 23,281 33,035 32,333 International 25,593 20,934 39,466 34,189 Total estimated fans 48,713 44,215 72,501 66,522 Ticketing (3) Estimated number of fee-bearing tickets sold 90,051 83,349 170,655 160,844 Estimated number of non-fee-bearing tickets sold 71,468 72,412 148,396 150,037 Total estimated tickets sold 161,519 155,761 319,051 310,881 _________ (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. 31 Table of Contents Segment Operating Results Concerts Our Concerts segment operating results were, and discussions of significant variances are, as follows: Three Months Ended June 30, % Change Six Months Ended June 30, % Change 2026 2025 2026 2025 (in thousands) (in thousands) Revenue $ 6,444,351 $ 5,946,377 8% $ 9,219,877 $ 8,430,453 9% Direct operating expenses 5,369,852 4,925,497 9% 7,532,644 6,916,984 9% Selling, general and administrative expenses 810,586 708,364 14% 1,448,616 1,205,742 20% Depreciation and amortization 138,439 109,160 27% 257,141 214,469 20% Gain on disposal of operating assets (8,555) (855) * (14,570) (3,053) * Operating income (loss) $ 134,029 $ 204,211 (34)% $ (3,954) $ 96,311 * Operating margin 2.1% 3.4% (0.04)% 1.1% AOI $ 309,554 $ 358,682 (14)% $ 312,441 $ 365,253 (14%) AOI margin 4.8% 6.0% 3.4% 4.3% _______ * Percentages are not meaningful. Three Months Revenue 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 had incremental revenue of $109.1 million during the three months ended June 30, 2026 from acquisitions. Operating results Concerts AOI decreased $49.1 million and operating income decreased $70.2 million during the three months ended June 30, 2026 as compared to the same period of the prior year. The decrease in AOI was primarily 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 selling, general and administrative 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. The remaining change in operating income outside of AOI of $21.1 million is primarily associated with higher depreciation and amortization expense of $29.3 million related to our ongoing venue build and upgrade program. Six Months Revenue Concerts revenue increased $789.4 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to approximately 1,000 more shows driven by International fan count growth, particularly Arena fan count growth in almost every one of our global markets, as well as revenue of $36.9 million from newly opened venues. Concerts had incremental revenue of $288.6 million during the six months ended June 30, 2026 from acquisitions. Operating results Concerts AOI decreased $52.8 million and operating income decreased $100.3 million during the six months ended June 30, 2026 as compared to the same period of the prior year. The decrease in AOI was primarily driven by geographic show mix, quarterly phasing, and higher selling, general and administrative 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. The remaining change in operating income outside of AOI of $47.5 million is primarily associated with higher depreciation and amortization expense of $42.7 million related to our ongoing venue build and upgrade program. 32 Table of Contents Ticketing Our Ticketing segment operating results were, and discussions of significant variances are, as follows: Three Months Ended June 30, % Change Six Months Ended June 30, % Change 2026 2025 2026 2025 (in thousands) (in thousands) Revenue $ 852,218 $ 742,696 15% $ 1,617,234 $ 1,437,368 13% Direct operating expenses 293,770 236,509 24% 569,297 470,949 21% Selling, general and administrative expenses 267,858 248,760 8% 540,789 487,713 11% Depreciation and amortization 25,891 28,101 (8)% 53,986 53,538 1% Loss (gain) on disposal of operating assets 39 (1) * 32 (5) * Operating income $ 264,660 $ 229,327 15% $ 453,130 $ 425,173 7% Operating margin 31.1% 30.9% 28.0% 29.6% AOI $ 331,037 $ 290,093 14% $ 586,636 $ 543,152 8% AOI margin 38.8% 39.1% 36.3% 37.8% _______ * Percentages are not meaningful. Three Months Revenue Ticketing revenue increased $109.5 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to higher primary ticket sales driven by more concert events in North America and international markets. Operating results Ticketing AOI increased $40.9 million and operating income increased $35.3 million during the three months ended June 30, 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 greater ticket sales. Six Months Revenue Ticketing revenue increased $179.9 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to higher primary ticket sales driven by more concert events in North America and international markets. Operating results Ticketing AOI increased $43.5 million and operating income increased $28.0 million during the six months ended June 30, 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 greater ticket sales. 33 Table of Contents Sponsorship & Advertising Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows: Three Months Ended June 30, % Change Six Months Ended June 30, % Change 2026 2025 2026 2025 (in thousands) (in thousands) Revenue $ 382,969 $ 340,561 12% $ 641,562 $ 556,627 15% Direct operating expenses 73,191 68,046 8% 119,417 106,284 12% Selling, general and administrative expenses 55,589 47,696 17% 105,995 91,719 16% Depreciation and amortization 18,730 15,631 20% 35,601 29,865 19% Operating income $ 235,459 $ 209,188 13% $ 380,549 $ 328,759 16% Operating margin 61.5% 61.4% 59.3% 59.1% AOI $ 256,850 $ 227,588 13% $ 421,402 $ 363,552 16% AOI margin 67.1% 66.8% 65.7% 65.3% Three Months Revenue Sponsorship & Advertising revenue increased $42.4 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to increased festival sponsorships as well as venue sponsorship deals across multiple markets in Europe and Latin America. Operating results Sponsorship & Advertising AOI increased $29.3 million and operating income increased $26.3 million during the three months ended June 30, 2026 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above. Six Months Revenue Sponsorship & Advertising revenue increased $84.9 million during the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to increased festival sponsorships as well as venue sponsorship deals across multiple markets in Canada, Europe and Latin America. Sponsorship & Advertising had incremental revenue of $22.8 million during the six months ended June 30, 2026 from acquisitions. Operating results Sponsorship & Advertising AOI increased $57.9 million and operating income increased $51.8 million during the six months ended June 30, 2026 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above as well as incremental AOI of $21.7 million during the six months ended June 30, 2026 from acquisitions. 34 Table of Contents 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 $65.6 million and $76.6 million at June 30, 2026 and December 31, 2025, respectively. Included in the June 30, 2026 and December 31, 2025 cash and cash equivalents balances are $1.9 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 $5.9 billion in cash and cash equivalents, excluding client cash, at June 30, 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 $9.2 billion and $8.2 billion at June 30, 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 4.3% at June 30, 2026, with approximately 85% of our debt at fixed rates. Our weighted-average cost of debt for short-term borrowings outstanding at June 30, 2026, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.7%. 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 35 Table of Contents 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 VenueCo Financing Refer to Note 4 – Long-Term Debt for further discussion on VenueCo financing. 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 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 June 30, 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. 36 Table of Contents Debt Covenants As of June 30, 2026, we believe we were in compliance with all of our debt covenants related to our corporate senior secured credit facility, senior secured notes, senior notes, convertible senior notes and VenueCo notes. We expect to remain in compliance with all of these covenants throughout 2026. Uses of Cash Acquisitions During the six months ended June 30, 2026, we completed various acquisitions that resulted in cash paid, net of cash acquired of $242.6 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: Six Months Ended June 30, 2026 2025 (in thousands) Revenue generating $ 464,928 $ 370,967 Maintenance 64,094 49,091 Total capital expenditures $ 529,022 $ 420,058 Revenue generating capital expenditures during the first six 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 for the year ending December 31, 2026 with approximately 85% dedicated to revenue generating projects, including $800 million of spend relating to our venue expansion and enhancement plans. Approximately $200 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 Six Months Ended June 30, 2026 2025 (in thousands) Cash provided by (used in): Operating activities $ 2,758,108 $ 1,544,722 Investing activities $ (877,209) $ (492,426) Financing activities $ 308,103 $ (498,452) Operating Activities Cash provided by operating activities increased $1.2 billion for the six months ended June 30, 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 gains from mark-to-market of investments in nonconsolidated affiliates and crypto assets. 37 Table of Contents Investing Activities Cash used in investing activities increased $384.8 million for the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to an increase in acquisitions as well as purchases of property, plant and equipment for revenue generating capital expenditures. See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion. Financing Activities Cash provided by financing activities for the six months ended June 30, 2026 was $308.1 million compared to cash used in financing activities for the six months ended June 30, 2025 of $498.5 million primarily due to higher debt proceeds from the issuance of VenueCo notes as well as higher payments on debt. 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 and six months ended June 30, 2026 and 2025. Our foreign operations reported an operating income of $4.4 million for the six months ended June 30, 2026. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the six months ended June 30, 2026 by $0.4 million. As of June 30, 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 June 30, 2026, we had forward currency contracts outstanding with an aggregate notional amount of $735.0 million. Interest Rate Risk Our market risk is also affected by changes in interest rates. We had $9.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of June 30, 2026. Of the total amount, we had $7.9 billion of fixed-rate debt and $1.4 billion of floating-rate debt. Based on the amount of our floating-rate debt as of June 30, 2026, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.4 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 June 30, 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%. 38 Table of Contents 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 six months ended June 30, 2026. 39 Table of Contents