LLYVA 10-K & 10-Q changes, risk factors and insider trading

A portion of Liberty Media’s general and administrative expenses, including legal, tax, accounting, treasury and investor relations support was previously allocated to the Liberty Live Group, and are currently allocated to Liberty Live each reporting period based on an estimate of time spent. Under these various agreements $3.3$2.5 million and $3.4$3.2 million was reimbursable to Liberty Media during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $5.8 million and $6.6 million was reimbursable to Liberty Media during the six months ended June 30, 2026 and 2025, respectively.

In addition, recent hostilities involving the U.S., Israel and Iran and others have significantly disrupted the normal flow of oil, refined petroleum products and related commodities, resulting in higher commodity prices and associated economic volatility. The length and impact of these ongoing conflicts and geopolitical turmoil is highly unpredictable and could lead to further market disruptions, including significant volatility in commodity prices, currency exchange rates, credit and capital markets, supply chain interruptions, changes in consumer purchasing behavior and increased cyber-attacks against U.S. companies. Due to the conflict in Iran, Formula 1 announced that the 2026 Bahrain and Saudi Arabian Grands Prix would not take place in April 2026 as originally scheduled, and MotoGP postponed the 2026 Qatar Grand Prix to November 2026, which will have an adverse impact on Quint’s results of operations in 2026. Subsequent to June 30, 2026, Formula 1 announced that Malaysia will host the Bahrain Grand Prix in October. If the conflict in the Middle East persists, additional calendar changes may be necessary.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets. A weakened economic and business climate, as well as consumer uncertainty created by such a climate, could harm Live Nations’ and/or Quint’s revenues and profitability. Accordingly, the ability of Live Nation and/or Quint to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflationary pressures, which have been significant and remain significant, may increase operational I-26 costs, including labor costs, and elevated interest rates or any further increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest I-23 levels, can also significantly impact Live Nation’s and Quint’s operating results. These factors can affect attendance at Live Nation’s and Quint’s events, premium seat sales, sponsorship, advertising and hospitality spending, concession and merchandise sales, as well as the financial results of sponsors of Live Nation’s and Quint’s venues, events and the industry. There can be no assurance that consumer and corporate spending will not be adversely impacted by ongoing uncertainty in the macroeconomic and political environments, or by any future deterioration in such environments, thereby possibly impacting Live Nation’s and Quint’s operating results and growth.

Revenue. The Company designs and develops ticket-inclusive experiential hospitality packages (including on or off-site experiences, transportation, and hotel accommodations) to major sporting and lifestyle events held globally. Revenue increased $16,561$8,456 thousand during the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year, primarily due to an increase related to Formula 1 of $25,684 thousand due to three events in the current period, compared to two events in the same period in the prior year, as well as year-over-year growth at these events, and an increase related to MotoGP of $3,211$6,746 thousand due to the recentlyhospitality agreement announced hospitalityduring agreementthe current year with MotoGP and incremental hospitality and experiential package sales.sales, as well as an increase of $5,623 thousand in other event revenue, primarily related to new events, including USGA events and World Cup transportation, and hospitality growth year over year at existing events. These increases were partially offset by a decrease of $3,816 thousand related to thehotel NBAroom ofpackages $12,020for thousandevents duethat to changesoccurred in venues2025 andbut participatingnot teamsin impacting demand.2026.

Cost of revenue. Cost of revenue primarily includes the direct costs to execute and fulfill experiential packages including ticket, hospitality, hotel and transportation costs. Cost of revenue increased $10,117$6,385 thousand for the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. The increase in cost of revenue was due to increases of $20,585 thousand and $2,427$5,904 thousand related to Formula 1 and MotoGP, respectively,MotoGP associated with the increased revenue as discussed above, and an increase of $3,810 thousand related to new events, as discussed above, partially offset by a decrease of $10,226$3,800 thousand related to thehotel NBAroom aspackages afor resultevents ofthat the decreaseoccurred in revenue,2025 asbut discussed above, as well as a decreasenot in tax compliance expense of $2,780 thousand compared to the prior year.2026.

Depreciation and amortization. Depreciation and amortizationSG&A remained relatively flat for the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year.2026.

Consolidated Adjusted OIBDA lossincreased decreased$2,619 $2,630thousand and $5,249 thousand during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year.

Quint Adjusted OIBDA lossincreased decreased$200 $4,058thousand and $4,258 thousand during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year. Adjusted OIBDA was impacted by the above discussed fluctuations in revenue and expenses.

Corporate and Other Adjusted OIBDA loss increaseddecreased $1,428$2,419 thousand and $991 thousand during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year. The increasesdecreases in losses were impacted by the above discussed fluctuations in SG&A expenses.

Interest Expense. Interest expense remained relatively flat during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year.

Dividend and interest income. Dividend and interest income remainedincreased relatively$905 flatthousand and $1,435 thousand during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year.year, primarily due to higher invested cash balances due to cash transferred from Liberty Media in connection with the Split-Off.

Share of earnings (loss) of affiliates, net. The Company’s share of lossesearnings of affiliates, net increased $125,777$11,084 thousand and decreased $114,693 thousand during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year. Share of earnings (losses) from affiliates, net is primarily attributable to the Company’s ownership interest in Live Nation. Upon the Company’s initial investment in Live Nation, the Company allocated the excess basis, between the book basis of Live Nation and fair value of the shares acquired and ascribed remaining useful lives to amortizable intangible assets and deferred taxes. As of MarchJune 31,30, 2026, amortizable intangible assets had a remaining weighted average useful life of 6.0approximately 5.8 years. Amortization related to intangible assets with identifiable useful lives is included in the Company’s share of earnings (loss) of affiliates, net line item in the accompanying condensed consolidated statements of operations and aggregated $6,103$5,717 thousand and $4,289$4,902 thousand, net of related taxes, for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $11,820 thousand and $9,191 thousand, net of related taxes, for the six months ended June 30, 2026 and 2025, respectively. The increase in amortization was due to our share of Live Nation’s equity activity that increased our excess basis as well as a cumulative change in the applicable tax rate, partially offset by the full amortization of certain historical excess cost amounts.

Revenue. Live Nation’s revenue increased $411$660 million and $1,071 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year. The increase for the three months ended MarchJune 31,30, 2026 was driven by increased revenue in the Concerts segment of $292$498 million, Ticketing segment of $70$110 million and Sponsorship & Advertising segment of $43$42 million. Concerts revenue increased primarily due to fan count growth from more arena shows driven by Live Nation’s International markets, particularly mainland Europe and fans.South ConcertsAmerica, hadas incrementalwell as revenue of $189$30 million during the three months ended March 31, 2026 from acquisitions and newly opened venues. Ticketing revenue increased primarily due to higher primary ticket sales driven by more concerts activityevents in North America I-26 and sports activity in international markets. Sponsorship & Advertising revenue increased primarily due to increased festival sponsorships in international markets as well as venue sponsorship deals across multiple markets.markets in Europe and Latin America.

Income Taxes. For the threesix months ended MarchJune 31,30, 2026, Live Nation hadrecorded taxa benefit of $32 million on losses beforenet income taxes of $412 million compared to tax expense of $20$83 million on earnings beforepretax income taxesof $106 million, compared to a net income tax expense of $66$137 million on pretax income of $486 million for the threesix months ended MarchJune 31,30, 2025. The net decrease in income tax expense of $52$54 million was primarily due to a decrease in pretax lossesincome in 2026 as compared to pretaxthe earningssame inperiod of the prior year.year, partially offset by the nondeductible tax impact of the $450 million accrued expense associated with the litigation (as discussed in note 8 to the accompanying condensed consolidated financial statements).

The changes in these accounts are primarily due to changes in market factors and changes in the fair value of the underlying stocks or financial instruments to which these related (see note 6 to the accompanying condensed consolidated financial statements for additional discussion related to debt). Realized and unrealized losses increased $212,533$134,922 thousand and $347,455 thousand for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the corresponding periodperiods in the prior year. The increase was primarily due to increases in unrealized losses on the 2.375% Exchangeable Senior Debentures due 2053 (“2.375% Exchangeables”), primarily attributable to an increase in the market value of Live Nation’s common stock, as well as an increase in unrealized losses related to a derivative instrument entered into during the second quarter of 2025 (“2025 Forward Contracts”) (see note 6 to the accompanying condensed consolidated financial statements).

Other income (expense), net. Other income (expense), net remained relatively flat during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in the prior year.

During the three months ended MarchJune 31,30, 2026, income tax benefit was greater than the U.S. statutory rate of 21%, primarily due to the effect of state income taxes. During the six months ended June 30, 2026, income tax benefit was greater than the U.S. statutory rate of 21%, primarily due to the effect of state income taxes and stock based compensation, partially offset by certain non-deductible expenses.compensation. During the three and six months ended MarchJune 31,30, 2025, income tax benefit was substantiallyless similar tothan the U.S. statutory rate of 21%.21% due to income tax expense resulting from an adjustment to the Company’s tax basis in certain investment assets.

Net earnings (loss). The Company had net losses of $294,138$268,663 thousand and $29,476$180,323 thousand for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and net losses of $562,801 thousand and $209,799 thousand for the six months ended June 30, 2026 and 2025, respectively. The change in net earnings (loss) was the result of the fluctuations in Liberty Live’s revenue, expenses and other gains and losses, as described above.

As of MarchJune 31,30, 2026, the Company’s liquidity position included the following:

As of MarchJune 31,30, 2026, the Company had $400 million available under the Live Nation Margin Loan.

The Company is in compliance with all financial debt covenants as of MarchJune 31,30, 2026.