Item 1A. Risk Factors.
An investment in our common stock involves risk. Before investing in our common stock, in addition to the other information described in Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of Part II, you should carefully consider the following risks. Such risks are not the only ones that relate to our businesses and capitalization. The risks described below are considered to be the most material. However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our businesses. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. If any of the events described below or in the documents incorporated by reference herein were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected, which in turn could have a material adverse effect on the value of our common stock.
Risk Factor Summary
The following is a summary of the material risk factors that could adversely affect our business, financial condition, and results of operations:
Factors Relating to our Corporate History and the Split-Off
The historical financial information included in this Annual Report on Form 10-K is not necessarily representative of our future financial position, future results of operations or future cash flows.
We have incurred, and will continue to incur, costs as a result of becoming an independent public company.
Our inter-company agreements were negotiated while we were still a subsidiary of Liberty Media.
Prior to the completion of the Split-Off, we had no operating history as a separate company upon which you can evaluate our performance.
We may have significant indemnity obligations to Liberty Media under our tax sharing agreement, which are not limited in amount or subject to any cap, under certain circumstances, including if the Split-Off or Liberty Media’s split-off of its former subsidiary, Liberty Sirius XM Holdings Inc. (“Liberty Sirius XM Holdings”), are treated as taxable transactions.
We may not realize the potential benefits from the Split-Off in the near term or at all.
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Factors Relating to Our Company, as a Whole
We have overlapping directors and officers with Liberty Media and Liberty Broadband, and overlapping officers with GCI Liberty, which may lead to conflicting interests.
John C. Malone beneficially owns shares of Liberty Live Group common stock representing in excess of 50.0% of the aggregate voting power of our Company as of January 31, 2026, which puts him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.
We are a holding company, and may be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments.
We may become subject to the Investment Company Act.
We or our subsidiaries may not realize the benefits of acquisitions or other strategic investments and initiatives.
The degradation, failure or misuse of our information systems could cause a disruption of services or improper loss, use and disclosure of personal data or other confidential information, resulting in increased costs, liabilities or loss of revenue.
We have significant indebtedness.
Our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations.
Factors Relating to our Businesses
We have a different management team from Live Nation, which means we do not have direct control over how Live Nation operates on a day-to-day basis.
Our equity method investment in Live Nation may have a material impact on our net earnings (loss).
Live Nation’s and Quint’s businesses are highly sensitive to consumer preferences (with Live Nation’s business being dependent on its ability to secure popular artists and other live music events), and Live Nation and Quint may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for Live Nation’s and Quint’s services, respectively.
Live Nation’s and Quint’s businesses depend, respectively, on relationships between key promoters, executives, agents, managers, artists, clients, leagues and customers, as applicable, and any adverse changes in these relationships could adversely affect Live Nation’s and/or Quint’s business, financial condition and results of operations, respectively.
Live Nation faces intense competition in the live music and ticketing industries, and they may not be able to maintain or increase their current revenue, which could adversely affect Live Nation’s business, financial condition and results of operations.
Live Nation’s and Quint’s success depends, in significant part, on entertainment, sporting and leisure events and economic and other factors adversely affecting such events could have a material adverse effect on Live Nation’s and Quint’s respective business, financial condition and results of operations.
Live Nation is dependent upon their ability to lease, acquire and develop live music venues, and if Live Nation is unable to do so on acceptable terms, or at all, their results of operations could be adversely affected.
There is the risk of personal injuries and accidents in connection with Live Nation’s live music and Quint’s sports and entertainment events, which could subject them to personal injury or other claims and increase their expenses, as well as reduce attendance at such events, causing a decrease in their revenue and/or damage to their reputation.
Terrorist acts during Live Nation’s live music and Quint’s sports and entertainment events may cause damage and losses that are not covered by insurance.
Events beyond Live Nation’s and/or Quint’s control may cause one or more live events to be cancelled or postponed, which could result in the loss of revenue for Live Nation and/or Quint.
Poor weather adversely affects attendance at Live Nation’s live music events and Quint’s sports and entertainment events, which could negatively impact their financial performance from period to period.
Live Nation and Quint both operate in international markets which subject Live Nation and Quint to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets, which could adversely affect Live Nation’s and Quint’s respective business, financial condition and results of operations.
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Live Nation and Quint are subject to extensive governmental regulation, and Live Nation’s and/or Quint’s failure to comply with these regulations could adversely affect their respective business, financial condition and results of operations.
Data loss or other breaches of Live Nation’s and/or Quint’s network security could materially harm Live Nation’s and Quint’s respective business and results of operations, and the processing, storage, use and disclosure of personal or sensitive information could give rise to liabilities and additional costs as a result of governmental regulation, litigation and conflicting legal requirements relating to personal privacy rights.
The U.S. Department of Justice and the attorneys general of certain states have sued Live Nation alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. In addition, the Federal Trade Commission (“FTC”) and the attorneys general of certain states have sued Live Nation alleging violations of various federal and state laws relating to alleged deceptive and illegal ticketing practices. An unfavorable outcome in either of these matters could adversely affect Live Nation’s business and operating results.
Weak and uncertain economic conditions may reduce consumer demand for services and events offered by Live Nation’s and/or Quint’s respective businesses.
Live Nation may fail to adequately protect its intellectual property rights or may be accused of infringing upon intellectual property rights of third parties.
The success of Live Nation’s ticketing business and other operations depends, in part, on the integrity of its systems and infrastructure, as well as affiliate and third-party computer systems, computer networks and other communication systems. System interruption and the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on Live Nation’s business, financial condition and results of operations.
Factors Relating to Ownership of Our Common Stock
The market price of Liberty Live Group common stock may be volatile and could fluctuate significantly.
Our multi-series voting structure may limit your ability to influence corporate matters, depress the trading price of Liberty Live Group common stock and any future issuances of Liberty Live Group common stock may further dilute the voting power of shares of Liberty Live Group common stock.
For as long as we are an emerging growth company, we are not required to comply with certain reporting requirements, including disclosures about our executive compensation, that apply to other public companies.
It may be difficult for a third party to acquire our Company, even if doing so may be beneficial to our stockholders.
Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.
Our directors and officers are protected from liability for a broad range of actions.
Our Articles provide that the Eighth Judicial District Court of the State of Nevada shall be the exclusive forum for certain litigation that may be initiated by our stockholders, and that the federal courts shall be the exclusive forum for claims under the Securities Act of 1933, as amended (the “Securities Act”); these provisions could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
The holders of any series of Liberty Live Group common stock, or the holders of Liberty Live Group common stock as a whole, may not have any remedies if an action by our directors or officers prioritizes other interests or has a disparate effect on Liberty Live Group common stock or any series thereof.
Although Series B Liberty Live Group common stock (“LLYVB”) is quoted on the OTC Markets, there is no meaningful trading market for the stock.
Factors Relating to our Corporate History and the Split-Off
The historical financial information included in this Annual Report on Form 10-K is not necessarily representative of our future financial position, future results of operations or future cash flows.
The historical financial information included in this Annual Report on Form 10-K with respect to the fiscal year ended December 31, 2024 and a portion of the fiscal year ended December 31, 2025 has been extracted from Liberty Media’s historical consolidated financial statements. As a result, in valuing shares of Liberty Live Group common stock,
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investors should recognize that such historical financial information may not necessarily reflect what our results of operations, financial condition and cash flows would have been had we been a separate, standalone company pursuing independent strategies prior to the consummation of the Split-Off. In addition, our historical financial results insofar as they relate to periods prior to the completion of the Split-Off reflect allocations of corporate expenses to Liberty Media’s former Liberty Live Group and may be less than the comparable expenses we would have incurred had we operated as a separate publicly traded company from Liberty Media during such periods. In connection with the Split-Off, we entered into the Services Agreement with Liberty Media, pursuant to which Liberty Media provides us with certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we will reimburse Liberty Media on a fixed fee basis. Accordingly, our historical financial results for periods prior to the completion of the Split-Off are not necessarily representative of the results we would have achieved as a separate public company and may not be a reliable indicator of our future results.
We have incurred, and will continue to incur, costs as a result of becoming an independent public company.
We have incurred costs and expenses resulting from the Split-Off and expect to continue to incur costs and expenses as a result of becoming an independent public company . These increased costs and expenses arise from various factors, including financial reporting, costs associated with complying with the federal securities laws (including compliance with the Sarbanes-Oxley Act), tax administration and human resources-related functions. Although Liberty Media provides many of these services for us under the Services Agreement, neither we nor Liberty Media can assure you that the Services Agreement will continue or that these costs will not be material to our business.
Our inter-company agreements were negotiated while we were still a subsidiary of Liberty Media.
We entered into a number of inter-company agreements in connection with the completion of the Split-Off, covering matters such as tax sharing and allocation of responsibility for certain liabilities previously undertaken by Liberty Media for certain of our subsidiaries. In addition, we entered into the Services Agreement with Liberty Media pursuant to which Liberty Media provides us with certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we reimburse Liberty Media on a fixed fee basis. The terms of all of these agreements were established while we were a wholly owned subsidiary of Liberty Media, and, therefore, our agreements with Liberty Media may not be the result of arms’ length negotiations. We believe that the terms of these inter-company agreements are commercially reasonable and fair to all parties under the circumstances; however, conflicts could arise in the interpretation or any extension or renegotiation of the foregoing agreements.
Prior to the completion of the Split-Off, we had no operating history as a separate company upon which you can evaluate our performance.
Although a significant portion of the assets of our Company had been attributed to the former Liberty Live Group of Liberty Media, we did not have an operating history as a separate public company prior to the completion of the Split-Off in December 2025. Accordingly, there can be no assurance that our go-forward business will be successful on a long-term basis. We may not be able to grow our businesses as planned and may not be profitable.
We may have significant indemnity obligations to Liberty Media under our tax sharing agreement, which are not limited in amount or subject to any cap, under certain circumstances, including if the Split-Off or Liberty Media’s split-off of its former subsidiary, Liberty Sirius XM Holdings, are treated as taxable transactions.
In connection with the Split-Off and Liberty Media’s split-off of Liberty Sirius XM Holdings (the “Liberty Sirius XM Holdings Split-Off”), Liberty Media received opinions of its tax counsel to the effect that, for U.S. federal income tax purposes, each of the Split-Off and the Liberty Sirius XM Holdings Split-Off will qualify as a generally tax-free transaction under Section 355, Section 368(a)(1)(D), and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”), to Liberty Media and to the former holders of Liberty Media’s Liberty Live common stock and Liberty SiriusXM common stock, respectively. Liberty Media did not obtain private letter rulings from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax treatment of the Split-Off or the Liberty Sirius XM Holdings Split-Off.
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Opinions of counsel are not binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the conclusions reached in such opinions or that a court would not sustain such a challenge. If it is determined that the Split-Off and/or the Liberty Sirius XM Holdings Split-Off do not qualify under Section 355, Section 368(a)(1)(D) and related provisions of the Code, Liberty Media and the former holders of Liberty Live common stock and/or Liberty SiriusXM common stock who received Liberty Live Group common stock pursuant to the Split-Off or common stock of Liberty Sirius XM Holdings pursuant to the Liberty Sirius XM Holdings Split-Off, as applicable, could incur significant tax liabilities.
Even if the Split-Off and the Liberty Sirius XM Holdings Split-Off otherwise qualify under Section 355, Section 368(a)(1)(D), and related provisions of the Code, the Split-Off and/or the Liberty Sirius XM Holdings Split-Off would result in a significant U.S. federal income tax liability to Liberty Media (but not to former holders of its Liberty Live common stock or Liberty SiriusXM common stock, respectively) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of (a) Liberty Media or in the stock of our Company (or any successor corporation) as part of a plan or series of related transactions that includes the Split-Off or (b) Liberty Media or in the stock of Liberty Sirius XM Holdings as part of a plan or series of related transactions that include the Liberty Sirius XM Holdings Split-Off. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinions of tax counsel described above, we, Liberty Media, or Liberty Sirius XM Holdings might inadvertently cause or permit a prohibited change in our, Liberty Media’s, or Liberty Sirius XM Holdings’ ownership, as applicable, to occur, thereby triggering tax liability to Liberty Media.
Prior to the Split-Off, we entered into a tax sharing agreement with Liberty Media. Under this agreement, we are required to indemnify Liberty Media for taxes and certain losses resulting from the failure of the Split-Off to qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, except to the extent that such taxes and losses (a) result primarily from the breach of certain covenants made or to be performed by Liberty Media, or (b) result from the application of Section 355(e) of the Code to the Split-Off as a result of the treatment of the Split-Off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of Liberty Media (or any successor corporation). Also pursuant to the tax sharing agreement, we are generally responsible for, and are required to indemnify Liberty Media for, taxes and certain losses resulting from the Liberty Sirius XM Holdings Split-Off, subject to certain exceptions, as well as taxes and certain losses attributable to other specified transactions. Our indemnification obligations to Liberty Media, its subsidiaries and certain related persons are not limited in amount or subject to any cap. If we are required to indemnify Liberty Media, its subsidiaries or such related persons under the circumstances set forth in the tax sharing agreement, we may be subject to substantial liabilities, which could materially affect our financial position.
In light of our tax sharing agreement with Liberty Media and to preserve the tax-free treatment of the Split-Off, we may determine to forgo certain transactions that might have otherwise been advantageous to our Company, including certain asset dispositions or other strategic transactions for some period of time following the Split-Off. In addition, our indemnity obligations under the tax sharing agreement might discourage, delay or prevent us entering into a change of control transaction for some period of time following the Split-Off.
We may not realize the potential benefits from the Split-Off in the near term or at all.
Liberty Media anticipated that we would realize certain strategic and financial benefits as a result of our separation from Liberty Media. In particular, the Split-Off was intended to result in a trading price of Liberty Live Group common stock that reflects a reduced valuation discount than that applied to Liberty Media’s Liberty Live common stock prior to the Split-Off. However, there can be no assurance that the trading price of Liberty Live Group common stock will reflect a reduced valuation discount, as compared to Liberty Media’s Liberty Live common stock, as a result of the completion of the Split-Off. In this case, we may not experience the anticipated reduction in dilution to our stockholders when using Liberty Live Group common stock for purposes of making strategic acquisitions and other capital raising initiatives and for retention and attraction of qualified personnel. Given the added costs associated with the completion of the Split-Off,
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including the separate accounting, legal and other compliance costs of being a separate public company, our failure to realize the anticipated benefits of the Split-Off in the near term or at all could adversely affect us.
Factors Relating to Our Company, as a Whole
We have overlapping directors and officers with Liberty Media and Liberty Broadband, and overlapping officers with GCI Liberty, which may lead to conflicting interests.
Certain executive officers of Liberty Media, Liberty Broadband and GCI Liberty also serve as our executive officers pursuant to the services agreement between us and Liberty Media, and certain directors of Liberty Media and Liberty Broadband also serve on our board of directors. Our executive officers and members of our board of directors have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at Liberty Media, Liberty Broadband and GCI Liberty or any other public company, have fiduciary duties to that company’s stockholders. For example, there may be the potential for a conflict of interest when our Company, Liberty Media, Liberty Broadband or GCI Liberty pursues acquisitions and other business opportunities that may be suitable for each of them. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Further, as allowed by Nevada law, our Articles renounce any interest or expectancy in certain business opportunities involving our directors and officers, which will allow such directors and officers to pursue those business opportunities without liability to us or our stockholders arising out of any duty or obligation to permit our Company to pursue such . Each of our Company, Liberty Broadband and GCI Liberty has its rights to certain business and their respective certificates of incorporation provide that no director or officer of the respective company will their fiduciary duty and therefore be liable to the respective company or its stockholders by reason of the fact that any such individual directs a corporate to another person or entity instead of the respective company, or does not refer or communicate information regarding such corporate to our Company, unless (x) such was expressly offered to such person solely in his or her capacity as a director or officer of the respective company or as a director or officer of any of the respective company’s subsidiaries, and (y) such relates to a line of business in which the respective company or any of its subsidiaries is then directly engaged.
Moreover, certain of our directors and officers own Liberty Media common stock, Liberty Broadband common stock, GCI Liberty common stock and/or equity incentive awards with respect to Liberty Media common stock, Liberty Broadband common stock and/or GCI Liberty common stock. These ownership interests could create, or appear to create, potential conflicts of interest when these individuals are faced with decisions that could have different implications for us, Liberty Media, Liberty Broadband or GCI Liberty.
In addition, any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) is subject to review by the audit committee of our board of directors or another independent body of our board designated to address such actual or potential conflicts. Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each company. From time to time, we and/or our subsidiaries may enter into transactions with Liberty Media, Liberty Broadband, GCI Liberty and/or their respective subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to us, Liberty Media, Liberty Broadband, GCI Liberty or any of our or their respective subsidiaries or affiliates, as would be the case where there is no overlapping officer or director.
John C. Malone beneficially owns shares of Liberty Live Group common stock representing in excess of 50.0% of the aggregate voting power of our Company as of January 31, 2026, which puts him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.
As of January 31, 2026, Mr. Malone beneficially owned shares of Liberty Live Group common stock representing the power to direct in excess of 50.0% of the aggregate voting power of Liberty Live Group common stock. As a result, Mr. Malone is deemed to be in a position to influence significant corporate actions, including corporate transactions such
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as mergers, business combinations or dispositions of assets, due to his ownership of Liberty Live Group common stock. This concentration of ownership could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our stockholders. See the risk factor entitled “ It may be difficult for a third party to acquire our Company, even if doing so may be beneficial to our stockholders .” for information about certain provisions of our Articles and bylaws that may discourage, delay or prevent a change in control of our Company that a stockholder may consider favorable.
We are a holding company, and may be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments.
Our ability to meet our current and future financial obligations and other contractual commitments depends upon our ability to access cash. We are a holding company, and our sources of cash include our available cash balances, distributions from our subsidiaries and other investments and proceeds from any asset sales or other forms of asset monetization we may undertake in the future. In addition, even though our ownership of approximately 30% of the outstanding shares of LYV will enable us to exercise significant influence over Live Nation, we are not entitled to distributions or other cash from Live Nation, other than in our capacity as a stockholder of Live Nation. Further, our ability to receive dividends or payments or advances from our subsidiaries’ businesses depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be, or may become, subject and the terms of their indebtedness and any additional debt they may incur in the future. From time to time, our subsidiaries may consider opportunities to refinance such debt, including through use of cash on hand and capital markets transactions. Accordingly, our ability to make payments to third parties and to otherwise meet our financial obligations at the holding company level is constricted.
We may become subject to the Investment Company Act.
We do not believe we are currently subject to regulation under the Investment Company Act because our ownership of approximately 30% of the outstanding shares of LYV enables us to exercise significant influence over Live Nation. We have substantial involvement in the management and affairs of Live Nation, including through the right to nominate up to two directors. Pursuant to an agreement with Live Nation (the “Live Nation Stockholder Agreement”), Live Nation has granted us certain rights, including the right to nominate up to two directors to the board of directors of Live Nation for so long as we satisfy certain ownership requirements of LYV. If, however, our ownership of approximately 30% of the outstanding shares of LYV is deemed to become passive (such as in the event that our equity interests are significantly diluted and our nominees ceased to serve as directors of Live Nation), we could become subject to regulation under the Investment Company Act. In such event, we would be required to register as an investment company, which could result in significant registration and compliance costs, could require changes to our corporate governance structure and financial reporting and could restrict our activities going forward. If we were to become inadvertently subject to the Investment Company Act and failed to register as an investment company in of the Investment Company Act, such could subject us to material consequences, including potentially significant regulatory and the possibility that our contracts would be deemed unenforceable.
We or our subsidiaries may not realize the benefits of acquisitions or other strategic investments and initiatives.
Our business strategy and that of our subsidiaries may include selective acquisitions, other strategic investments and initiatives that allow our subsidiaries to expand their business. The success of any acquisition depends upon effective integration and management of acquired businesses and assets into the acquirer’s operations, which is subject to risks and uncertainties, including the realization of the growth potential, any anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns and undisclosed or potential legal liabilities of acquired businesses or assets.
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The degradation, failure or misuse of our information systems could cause a disruption of services or improper loss, use and disclosure of personal data or other confidential information, resulting in increased costs, liabilities or loss of revenue.
Cloud services, information systems and other technologies that we or our subsidiaries or our business affiliates use are critical to our business activities, and shutdowns or disruptions of, and cybersecurity threats and cybersecurity incidents on, such systems pose increasing risks. Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, have occurred in the past and may in the future affect the systems and services we utilize and could result in disruption of our services, , , alteration, theft, , leakage, , and or release or disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such information systems. The techniques used to access, disable or service or systems change frequently and continue to become more sophisticated and targeted, and the increasing use of artificial intelligence and machine learning may intensify the risks of cybersecurity and cybersecurity . While we, our subsidiaries and/or our business affiliates continue to develop, implement and maintain security measures seeking to identify and mitigate the risks of cybersecurity and cybersecurity , including access or , as discussed under Item 1C of this Annual Report on Form 10-K, such efforts are , require ongoing monitoring and updating and may not be in these events from occurring.
In addition, our recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. Although no cybersecurity incident has been material to our Company, our subsidiaries and/or our business affiliates to date, we expect to continue to be subject to cybersecurity threats and cybersecurity incidents and there can be no assurance that we will not experience a material cybersecurity incident. In addition, third party service providers, such as telecommunications and cloud services providers, have been subject to increasing cyberattacks from state-sponsored threat actors that could materially impact our information systems and operations. Any cybersecurity incident could result in a disruption of our, our subsidiaries and/or our business affiliates’ operations, customer dissatisfaction, damage to our reputation or brands, regulatory investigations, , lawsuits or of customers or revenue of our subsidiaries and/or business affiliates and our Company may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to , remedy and/or address any cybersecurity and , , , , or settlements arising from cybersecurity . We may not have adequate insurance coverage to compensate us for any that may occur. See the risk factor entitled “ Data or other of Live Nation’s and/or Quint’s network security could materially Live Nation’s and Quint’s respective business and results of operations, and the processing, storage, use and disclosure of personal or sensitive information could give rise to liabilities and additional costs as a result of governmental regulation, and legal requirements relating to personal privacy rights. ”
We have significant indebtedness.
As of December 31, 2025, we had an aggregate principal amount of approximately $1.15 billion of indebtedness outstanding. Our indebtedness increases our vulnerability to general adverse economic and industry conditions; requires us to dedicate a portion of our cash flow from operations to payments on indebtedness, reducing the availability of cash flow to fund capital expenditures, marketing and other general corporate activities; limits our ability to borrow additional funds; and may limit our flexibility in planning for, or reacting to, changes in our business and the live entertainment industry.
Our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations.
Our ability to incur additional indebtedness may be subject to covenant restrictions set forth in our future, or our subsidiaries’ future, or existing, debt instruments. Accordingly, our and our subsidiaries’ ability to obtain significant financing in the future, on favorable terms or at all, may be limited. If additional debt financing is not available to us or our subsidiaries in the future, we may obtain liquidity through the issuance and sale of our equity securities. If additional
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funds are raised through the issuance of equity securities, our stockholders may experience significant dilution. If we are unable to obtain sufficient liquidity in the future, we may be unable to continue to develop our business, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.
The unfavorable outcome of pending or future litigation could have a material adverse impact on our and/or our subsidiaries’ operations and financial condition.
Our subsidiaries and business affiliates are, and have been in the past, parties to several legal proceedings arising out of various aspects of their businesses, such as wrongful death and antitrust suits. The outcome of these proceedings may not be favorable, and one or more unfavorable outcomes could have a material adverse impact on their financial condition, which can impact the financial performance of our Company.
Factors Relating to our Businesses
We have a different management team from Live Nation, which means we do not have direct control over how Live Nation operates on a day-to-day basis.
Live Nation has a different management team from us, which means we do not have direct control over how Live Nation operates on a day-to-day basis. While our ownership of approximately 30% of the outstanding shares of LYV and board representation rights enable us to exercise influence over the management or policies of Live Nation, Live Nation management does not report directly to our board of directors. Therefore, we do not have direct control over how Live Nation operates on a day-to-day basis.
Our equity method investment in Live Nation may have a material impact on our net earnings (loss).
We account for our investment in Live Nation under the equity method of accounting. Under the equity method, we report our proportionate share of the net earnings or losses of an equity affiliate in our statement of operations under “share of earnings (losses) of affiliates,” which contributes to our earnings (loss) before income taxes. Due to the impact of COVID-19, Live Nation recorded significant losses during the years ended December 31, 2021 and 2020. If the earnings or losses of Live Nation are material in any year, those earnings or losses may have a material effect on our net earnings or losses. Notwithstanding the impact on our net earnings or losses, we do not have the ability to cause Live Nation to pay dividends or make other payments or advances to its stockholders, including our Company. In addition, our investment in Live Nation is in publicly traded securities, which is not reflected at fair value on our balance sheet and is subject to market risk that is not directly reflected in our statement of operations.
Live Nation’s and Quint’s businesses are highly sensitive to consumer preferences (with Live Nation’s business being dependent on its ability to secure popular artists and other live music events), and Live Nation and Quint may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for Live Nation’s and Quint’s services, respectively.
Live Nation’s and Quint’s businesses are highly sensitive to rapidly changing consumer preferences and Live Nation’s business is dependent on the availability of popular artists and events. Live Nation’s and Quint’s respective live entertainment businesses depend in part on their ability to anticipate the tastes of consumers and to offer events that appeal to them. Since Live Nation relies on unrelated parties to create and perform at live music events, any unwillingness to tour or lack of availability of popular artists could limit their ability to generate revenue. In particular, there are a limited number of artists that can headline a major North American or global tour or who can sell out larger venues, including many of Live Nation’s amphitheaters. If those artists do not choose to tour, or if Live Nation is unable to secure the rights to their future tours, then their concerts business would be adversely affected. Live Nation’s artist management business could be adversely affected if the artists it represents do not tour or perform as frequently as anticipated, or if such tours or performances are not as widely attended by fans as anticipated due to changing tastes, general economic conditions or otherwise. Live Nation’s ticketing business and Quint’s business relies, respectively, on third parties to create and perform
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live entertainment, sporting and leisure events and to price tickets and/or hospitality packages, as applicable, to such events. Accordingly, the respective success of Live Nation’s ticketing business and Quint’s business depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.
In addition, Live Nation’s live entertainment business typically books its live music tours four to eight months in advance of the beginning of the tour and often agrees to pay an artist a fixed guaranteed amount prior to Live Nation receiving any revenue. Therefore, if the public is not receptive to the tour, or Live Nation or an artist cancel the tour, Live Nation may incur a loss for the tour depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue they could have earned at booked venues. Live Nation has cancellation insurance policies in place to cover a portion of their losses if an artist cancels a tour but such policies may not be sufficient and are subject to deductibles. Furthermore, consumer preferences change from time to time, and Live Nation’s failure to anticipate, identify or react to these changes could result in reduced demand for their services, which would adversely affect Live Nation’s business, financial condition and results of operations.
Similarly, Quint’s business model requires certain upfront payments for ticket inventory and event costs. Therefore, if the public is not receptive to a particular event or events, or any such event is canceled, Quint may incur a loss for the event depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned. Furthermore, cash flow timing mismatches between costs incurred and revenue recognized could create liquidity pressures for Quint. Quint mitigates cancellation risk through favorable provisions in its ticketing terms and conditions, but such provisions do not guarantee that Quint will be able to realize a full recovery of losses incurred as a result of cancellations. Furthermore, consumer preferences change from time to time, and Quint’s failure to anticipate, identify or react to these changes could result in reduced demand for their services, which would adversely affect Quint’s business, financial condition and results of operations.
Live Nation’s and Quint’s businesses depend, respectively, on relationships between key promoters, executives, agents, managers, artists, clients, leagues and customers, as applicable, and any adverse changes in these relationships could adversely affect Live Nation’s and/or Quint’s business, financial condition and results of operations, respectively.
The live music business and the live sports and entertainment events business is each uniquely dependent upon personal relationships, as promoters and executives within live events companies such as Live Nation and Quint leverage, respectively, their existing network of relationships with artists, agents, managers and other rightsholders, as applicable, in order to secure the rights to live music tours and other live events, as applicable, which are critical to Live Nation’s and Quint’s respective success. Due to the importance of those industry contacts to Live Nation’s and Quint’s businesses, the loss of any of their promoters, officers or other key personnel, or inability to hire such personnel, could adversely affect Live Nation’s and Quint’s businesses. Although Live Nation and Quint have each entered into long-term agreements with certain of those individuals described above to protect their interests in those relationships, they can give no assurance that all or any of these key employees or managers will remain with Live Nation and/or Quint or will retain their associations with key business contacts, including music artists, sports teams and/or other entertainers, as some agreements between a manager and an artist are not for a fixed period of time and are instead terminable at will, or that they will be to procure rights from all or any of these key promoters.
The success of Live Nation’s ticketing business depends, in significant part, on Live Nation’s ability to maintain and renew relationships with existing clients and to establish new client relationships. Live Nation anticipates that, for the foreseeable future, the substantial majority of their Ticketing segment revenue will be derived from both online and mobile sales of tickets. Live Nation also expects that revenue from primary ticketing services, which consists primarily of their portion of per ticket convenience charges and per order service fees, will continue to comprise the substantial majority of Live Nation’s Ticketing segment revenue. Live Nation cannot provide assurances that they will be able to maintain existing client contracts, or enter into or maintain new client contracts, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on Live Nation’s business, financial condition and results of operations.
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Similarly, the success of Quint’s business depends, in significant part, on Quint’s ability to maintain and renew relationships with existing rightsholders and to establish new relationships with other rightsholders. Quint cannot provide assurances that they will be able to maintain existing contracts with key rightsholders, such as Formula 1® or the NBA, or enter into or maintain new contracts with other rightsholders, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on Quint’s business, financial condition and results of operations.
Another important component of Live Nation’s and Quint’s success is their respective abilities to maintain existing and to build new relationships with third-party distribution channels, advertisers, sponsors and service providers. Any adverse change in these relationships, including the inability of these parties to fulfill their obligations to Live Nation’s and/or Quint’s businesses for any reason, could adversely affect Live Nation’s and/or Quint’s business, financial condition and results of operations, as applicable.
Live Nation faces intense competition in the live music and ticketing industries, and they may not be able to maintain or increase their current revenue, which could adversely affect Live Nation’s business, financial condition and results of operations.
Live Nation’s businesses are in highly competitive industries, and Live Nation may not be able to maintain or increase their current revenue due to such competition. The live music industry competes with other forms of entertainment for consumers’ discretionary spending and within this industry Live Nation competes with other venues to book artists, and, in the markets in which they promote music concerts, Live Nation faces competition from other promoters and venue operators. Live Nation’s competitors compete with them 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. These competitors may engage in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential artists. Due to increasing artist influence and competition to attract and maintain artist clients, Live Nation may enter into agreements on terms that are less favorable to them, which could negatively impact their financial results. Live Nation’s competitors may develop services, advertising options or music venues that are equal or superior to those they provide or that market acceptance and brand recognition than they . Within the live music industry, Live Nation’s artist management business also competes with numerous other artist management companies and individual managers in the U.S. alone, both to discover new and emerging artists and to represent established artists. Across the live music industry, it is possible that new competitors may emerge and rapidly acquire significant market share.
Live Nation’s ticketing business faces significant competition from other national, regional and local primary ticketing service providers to secure new and retain existing clients on a continuous basis. Additionally, Live Nation faces significant and increasing challenges from companies that sell self-ticketing systems and from clients who choose to self-ticket, through the integration of such systems into their existing operations or the acquisition of primary ticket services providers or by increasing sales through venue box offices and season and subscription sales. Live Nation also faces competition in the resale of tickets from resale marketplaces and from other ticket resellers with online distribution capabilities. The advent of new technology, particularly as it relates to online ticketing, has amplified this competition. The intense competition that Live Nation faces in the ticketing industry could cause the volume of their ticketing services business to decline. As Live Nation is also a content provider and venue operator they may face direct competition with their prospective or current primary ticketing clients, who primarily include live event content providers. This direct competition with Live Nation’s prospective or current primary ticketing clients could result in a decline in the number of ticketing clients they have and a decline in the volume of their ticketing business, which could affect Live Nation’s business, financial condition and results of operations.
In the secondary ticket sales market, Live Nation has restrictions on their business that are not faced by Live Nation’s competitors, imposed as a result of agreements entered into with the FTC, the Attorneys General of several individual states, and various international governing bodies. These restrictions include: a requirement to clearly and conspicuously disclose on any primary ticketing website where a link or redirect to a resale website owned or controlled by Live Nation is posted, that the link is directing the user to a resale website and that ticket prices often exceed the ticket’s original price; and a requirement to make certain clear and conspicuous disclosures and in certain instances disclose when
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a ticket being offered for resale is not “in-hand” as well as a requirement to monitor and enforce the compliance of third parties offering tickets on Live Nation’s websites with such disclosure requirements. There are certain state laws that now ban such speculative ticket listings, and the New York Attorney General has in the past brought lawsuits against resale companies for these practices; Live Nation does not, however, allow the use of such speculative ticketing practices on its websites.
Other variables related to the competitive environment that could adversely affect Live Nation’s financial performance by, among other things, leading to decreases in overall revenue, the number of sponsors, event attendance, ticket prices and fees or profit margins include:
an increased level of competition for advertising dollars, which may lead to lower sponsorships as Live Nation attempts to retain advertisers or which may cause Live Nation to lose advertisers to their competitors offering better programs that Live Nation is unable or unwilling to match;
unfavorable fluctuations in operating costs, including increased guarantees to artists, which Live Nation may be unwilling or unable to pass through to customers via higher ticket prices;
inability or unwillingness to fund the significant up-front cash requirements associated with Live Nation’s touring and ticketing businesses due to insufficient cash on hand or capacity under their senior secured credit facility, which could result in the loss of key tours to competitors or the inability to secure and retain ticketing clients;
competitors’ offerings that may include more favorable terms than Live Nation does in order to obtain agreements for new venues or ticketing arrangements or to obtain events for the venues they operate;
technological changes and innovations that Live Nation is unable to adopt or are late in adopting that offer more attractive entertainment alternatives than they or other live entertainment providers currently offer, which may lead to a reduction in attendance at live events, a loss of ticket sales or lower ticket fees; and
other entertainment options available to Live Nation’s audiences that they do not offer.
Live Nation’s and Quint’s success depends, in significant part, on entertainment, sporting and leisure events and economic and other factors adversely affecting such events could have a material adverse effect on Live Nation’s and Quint’s respective business, financial condition and results of operations.
A decline in attendance at or reduction in the number of live entertainment, sporting and leisure events may have an adverse effect on Live Nation’s and Quint’s respective revenue and operating income. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. The impact of economic slowdowns on Live Nation’s and/or Quint’s business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and Live Nation’s and/or Quint’s ability to generate revenue. The risks associated with Live Nation’s and Quint’s respective businesses may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live entertainment, sporting and leisure events. Many of the factors affecting the number and availability of live entertainment, sporting and leisure events are beyond Live Nation’s and Quint’s control. For instance, certain sports leagues have experienced labor to or actual player . Any such that result in shortened or seasons would impact Live Nation’s and Quint’s respective businesses to the extent that they provide ticketing services to the affected teams both due to the of games and ticketing as well as the possibility of decreased attendance following such a due to fan reaction. In addition, Live Nation and Quint do not have operational control over such live entertainment, sporting and leisure events, which means the events’ organizers’ decisions may be at odds with Live Nation’s and Quint’s respective interests.
Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending. Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest 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
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merchandise sales, as well as the financial results of sponsors of Live Nation’s and Quint’s venues, events and the industry. Negative factors such as challenging economic conditions and public concerns over terrorism and security incidents, particularly when combined, can impact corporate and consumer spending, and one negative factor can impact Live Nation’s and Quint’s results more than another. There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting Live Nation’s and Quint’s operating results and growth.
Live Nation is dependent upon their ability to lease, acquire and develop live music venues, and if Live Nation is unable to do so on acceptable terms, or at all, their results of operations could be adversely affected.
Live Nation’s Concerts and Sponsorship & Advertising segments require access to venues to generate revenue from live music events. For these events, Live Nation uses venues that they own, as well as a number of live music venues under various agreements which include leases with third parties, ownership through an equity interest or booking agreements, which are agreements where Live Nation contracts to book the events at a venue for a specific period of time. Live Nation’s long-term success in the live music business will depend in part on the availability of venues, their ability to lease these venues and their ability to enter into booking agreements upon their expiration. As many of these agreements are with third parties over whom Live Nation has little or no control, they may be unable to renew these agreements or enter into new agreements on acceptable terms or at all, and may be unable to obtain favorable agreements with venues. Live Nation’s ability to renew these agreements or obtain new agreements on favorable terms depends on a number of other factors, many of which are also beyond their control, such as national and local business conditions and competition from other promoters. If the cost of renewing these agreements is too high or the terms of any new agreement with a new venue are or with Live Nation’s existing operations, they may decide to these . There can be no assurance that Live Nation will be to renew these agreements on acceptable terms or at all, or that they will be to obtain agreements with substitute venues, which could have a material effect on Live Nation’s results of operations.
Live Nation may continue to expand their operations through the development of live music venues and the expansion of existing live music venues, which poses a number of risks, including:
construction of live music venues may result in cost overruns, delays or unanticipated expenses;
desirable sites for live music venues may be unavailable or costly;
the attractiveness of Live Nation’s current venues may deteriorate over time; and
competition may impact Live Nation’s ability to earn attractive returns on their investments.
Growth or maintenance of Live Nation’s existing revenue depends in part on consistent investment in their venues. Therefore, Live Nation expects to continue to make substantial capital improvements to meet long-term increasing demand, improve value and grow revenue. Live Nation frequently has a number of significant capital projects underway. Numerous factors, many of which are beyond Live Nation’s control, may influence the ultimate costs and timing of various capital improvements.
The amount of capital expenditures can vary significantly from year to year. In addition, actual costs could vary materially from Live Nation’s estimates if their assumptions about the quality of materials, equipment or workmanship required or the cost of financing such expenditures were to change. Construction is also subject to governmental permitting processes which, if changed, could materially affect the ultimate cost.
Additionally, the market potential of live music venue sites cannot be precisely determined, and Live Nation’s live music venues may face competition in markets from unexpected sources. Newly constructed live music venues may not perform up to Live Nation’s expectations. Live Nation faces significant competition for potential live music venue locations and for opportunities to acquire existing live music venues. Because of this competition, Live Nation may be unable to add to or maintain the number of their live music venues on terms Live Nation considers acceptable.
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There is the risk of personal injuries and accidents in connection with Live Nation’s live music and Quint’s sports and entertainment events, which could subject them to personal injury or other claims and increase their expenses, as well as reduce attendance at such events, causing a decrease in their revenue and/or damage to their reputation.
There are inherent risks involved with producing live music and sports and other entertainment events. As a result, personal injuries and accidents have occurred, and may in the future occur, from time to time, which could subject Live Nation and Quint to claims and liabilities for personal injuries. Incidents in connection with Live Nation’s live music events at any of their venues or festival sites that they own or rent and/or Quint’s sports and entertainment events could also result in claims, reducing operating income or reducing attendance at Live Nation’s and/or Quint’s events, which could cause a decrease in their respective revenue. Live Nation has been subject to wrongful death claims and is currently subject to other litigation related to incidents at events. In addition, while there are security protocols in place at Live Nation’s and Quint’s events, illegal drug use or alcohol consumption at such events could result in publicity, consequences (including illness, or death) to the persons engaged in such activities or others, and them. While Live Nation and Quint each maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect them from material financial for personal sustained by persons at their venues or events or in the ordinary course of business, there can be no assurance that such insurance will be adequate at all times and in all circumstances.
For instance, on November 5, 2021, the Astroworld music festival was held in Houston, Texas. During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries. Following these events, hundreds of civil lawsuits have been filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages. All lawsuits relating to Astroworld have been resolved since early 2025. Live Nation incurred losses in excess of their insurance recovery in connection with those lawsuits.
Terrorist acts during Live Nation’s live music and Quint’s sports and entertainment events may cause damage and losses that are not covered by insurance.
Live Nation’s live music and Quint’s sports and entertainment events are attended by a large number of spectators. Any such events could be the target of an actual or threatened terrorist act, either of which could be disruptive and lead to the cancellation of such events, increase security requirements and result in a decline of spectator attendance at such events. Additionally, persons harmed in any terrorist act may attempt to seek compensation from Live Nation and/or Quint. The general risk of a terror attack has increased recently in a number of the countries in which Live Nation’s live music and Quint’s sports and entertainment events are held. Live Nation and Quint each purchase annual insurance policies covering all such events, which provide coverage for third party liability covering personal injury, equipment and property damage. However, there can be no assurance that this insurance will be adequate at all times and in all circumstances. If Live Nation or Quint is held liable for damages beyond the scope of its respective insurance coverage and/or is unable to obtain indemnification from the relevant insurer(s), Live Nation and/or Quint’s business, financial condition and results of operations could be materially and affected, which in turn could materially affect our Company.
Events beyond Live Nation’s and/or Quint’s control may cause one or more live events to be cancelled or postponed, which could result in the loss of revenue for Live Nation and/or Quint.
A live event may have to be postponed or cancelled due to factors beyond Live Nation’s and/or Quint’s control, including power failures, natural disasters or extreme weather, geopolitical conditions or international conflicts, embargoes or sanctions, cancellation of large-scale public events by a competent authority due to a security or terrorism risk, or outbreak of disease, which could result in the loss of revenue for Live Nation and/or Quint. If a live event is not held or is cancelled, Live Nation and/or Quint may be required to refund amounts paid for tickets and/or hospitality offerings, as applicable.
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Poor weather adversely affects attendance at Live Nation’s live music events and Quint’s sports and entertainment events, which could negatively impact their financial performance from period to period.
Live Nation promotes and/or tickets many live music events and Quint promotes and/or tickets many live sporting and entertainment events. Weather conditions surrounding these events affect sales of tickets, concessions and merchandise, among other things. Poor weather conditions can have a material effect on Live Nation’s and Quint’s respective results of operations particularly because they promote and/or ticket a finite number of events. Increased weather variability due to climate change exacerbates weather-related issues Live Nation and Quint face. Due to weather conditions, Live Nation and/or Quint may be required to cancel or reschedule an event to another available day or a different venue, which would increase Live Nation’s and/or Quint’s respective costs for the event and could negatively impact the attendance at the event, as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future periods.
Live Nation and Quint both operate in international markets which subject Live Nation and Quint to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets, which could adversely affect Live Nation’s and Quint’s respective business, financial condition and results of operations.
Live Nation and Quint provide services in various jurisdictions abroad through a number of brands and businesses that they own and operate, as well as through joint ventures, and they expect to continue to expand their international presence. Live Nation and Quint face, and expect to continue to face, additional risks in the case of their existing and future international operations, including:
political instability, adverse changes in diplomatic relations and unfavorable economic and business conditions in the markets in which they currently have international operations or into which they may expand, particularly in the case of emerging markets;
more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, which could result in increased compliance costs and/or otherwise restrict the manner in which they provide services and the amount of related fees charged for such services;
limitations on the enforcement of intellectual property rights;
limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings;
adverse tax consequences due both to the complexity of operating across multiple tax regimes as well as changes in, or new interpretations of, international tax treaties and structures;
expropriations of property and risks of renegotiation or modification of existing agreements with governmental authorities;
diminished ability to legally enforce their contractual rights in foreign countries;
limitations on technology infrastructure, which could limit their ability to migrate international operations to a common ticketing system;
variability in venue security standards and accepted practices;
lower levels of internet usage, credit card usage and consumer spending in comparison to those in the U.S.; and
difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by U.S. law and their internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing of foreign operations, which they might not be able to do effectively or cost-efficiently.
As Live Nation and Quint expand into new markets these risks will be intensified and will have the potential to impact a greater percentage of their business and operating results. Live Nation’s and Quint’s ability to expand their respective international operations into new jurisdictions, or further into existing jurisdictions will depend, in significant part, on their ability to identify potential acquisition candidates, joint venture or other partners, and enter into arrangements with these parties on favorable terms, as well as Live Nation’s and Quint’s ability to make continued investments to maintain and grow existing international operations. If the revenue generated by international operations is insufficient to
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offset expenses incurred in connection with the maintenance and growth of these operations, Live Nation’s and Quint’s respective business, financial condition and results of operations could be materially and adversely affected. In addition, in an effort to make international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.
In foreign countries in which Live Nation and Quint operate, a risk exists that their employees, contractors or agents could, in contravention of their policies, engage in business practices prohibited by applicable U.S. laws and regulations, such as the United States Foreign Corrupt Practices Act, as well as the laws and regulations of other countries prohibiting corrupt payments to government officials such as the United Kingdom Bribery Act 2010. Live Nation and Quint maintain policies prohibiting such business practices and have in place global anti-corruption compliance and training programs designed to ensure compliance with these laws and regulations. Nevertheless, the risk remains that one or more employees, contractors or agents, including those based in or from countries where practices that violate such U.S. laws and regulations or the laws and regulations of other countries may be customary, as well as those associated with newly-acquired businesses, will engage in business practices that are prohibited by Live Nation’s or Quint’s policies, circumvent their compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by Live Nation’s and Quint’s internal policies, could result in , sanctions them and their employees, prohibitions on the conduct of their business and to their reputation, which could affect their business, financial condition and results of operations.
Live Nation and Quint are subject to extensive governmental regulation, and Live Nation’s and/or Quint’s failure to comply with these regulations could adversely affect their respective business, financial condition and results of operations.
Live Nation’s and Quint’s operations are each subject to certain federal, state and local statutes, rules, regulations, policies and procedures, both domestically and internationally, which are subject to change at any time, governing matters such as:
privacy laws and protection of personal or sensitive information;
compliance with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and similar regulations in other countries, as more particularly described above under the risk factor related to Live Nation’s and Quint’s international operations;
primary ticketing and ticket resale services;
construction, renovation and operation of Live Nation’s venues;
licensing, permitting and zoning, including noise ordinances;
human health, safety, security and sanitation requirements;
the service of food and alcoholic beverages;
working conditions, labor, minimum wage and hour, citizenship and employment laws;
compliance with the ADA and the DDA;
hazardous and non-hazardous waste and other environmental protection laws;
sales and other taxes and withholding of taxes;
marketing activities via the telephone and online; and
historic landmark rules.
Live Nation’s or Quint’s failure to comply with these laws and regulations, as applicable, could result in proceedings/fines against them by governmental agencies and private actions brought by consumers, which if material, could adversely affect their respective business, financial condition and results of operations. While Live Nation and Quint attempt to conduct their respective business and operations in a manner that they believe to be in compliance with such laws and regulations, there can be no assurance that a law or regulation will not be interpreted or enforced in a manner contrary to their current understanding of the law or regulation. Similar to Live Nation, Quint is subject to applicable licensing, ADA rules and foodservice regulations. However, Quint is only responsible for operating a small portion of the event venues and therefore, the majority of the compliance obligations and liability rests with the rightsholder and/or promoter.
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In addition, the promulgation of new laws, rules and regulations could restrict or unfavorably impact Live Nation’s or Quint’s business, which could decrease demand for services, reduce revenue, increase costs and/or subject them to additional liabilities. For example, some legislatures have proposed laws in the past that would impose potential liability on Live Nation and other promoters and producers of live music events for entertainment taxes and for incidents that occur at Live Nation’s events, particularly relating to drugs and alcohol. Additionally, governmental actions such as the current sanctions by the U.S. Department of the Treasury’s Office of Foreign Assets Control and European regulators on certain Russian individuals and entities, as well as other sanctions elsewhere in the world, could restrict or limit Live Nation’s and/or Quint’s business activities in certain areas or subject them to sanction for noncompliance, even if inadvertent. More recently, the European Union’s DSA came into force in November 2022 and the majority of its substantive provisions took effect in February 2024. The DSA imposes new obligations around illegal services or content on Live Nation and Quint’s sites, traceability of business users, and measures, and to comply can result in of up to 6% of total annual worldwide turnover.
From time to time, federal, state and local authorities and/or consumers commence investigations, inquiries or litigation with respect to Live Nation’s compliance with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws. Live Nation’s businesses have historically cooperated with authorities in connection with these investigations. Live Nation is currently subject to agreements with the States of New Jersey, Maryland, Nevada, Illinois, and North Carolina and the FTC which govern, and in certain cases place limitations on, their ticketing resale practices. Live Nation’s competitors in the secondary ticket sales market are not, to their knowledge, bound by such limitations (other than as a result of laws that apply equally to all secondary ticket sellers) and as a result, Live Nation may be at a competitive disadvantage. From time to time, other states, Canadian provinces and the federal government have commenced investigations or inquiries related to other aspects of Live Nation’s ticketing business, including a now-settled suit brought by the Canadian Competition Bureau relating to marketing practices. In addition, until recently, Live Nation was bound by the terms of a consent decree with the United States Department of Justice entered into in connection with its merger with Ticketmaster Entertainment LLC, which placed certain restraints on Live Nation’s business. Live Nation has incurred legal expenses in connection with the defense of governmental and in the past and may be required to incur additional expenses in the future regarding such and . In the case of (and similar or related) matters, any outcome could limit or prevent Live Nation from engaging in the ticketing business generally (or in a particular segment thereof) or subject Live Nation to potential assessments, all of which could have a material effect on its business, financial condition and results of operations.
Data loss or other breaches of Live Nation’s and/or Quint’s network security could materially harm Live Nation’s and Quint’s respective business and results of operations, and the processing, storage, use and disclosure of personal or sensitive information could give rise to liabilities and additional costs as a result of governmental regulation, litigation and conflicting legal requirements relating to personal privacy rights.
Due to the nature of Live Nation’s and Quint’s respective businesses, they process, store, use, transfer and disclose certain personal or sensitive information about their customers and employees. Penetration of Live Nation’s or Quint’s network or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could cause interruptions in their operations and subject them to increased costs, litigation, inquiries and actions from governmental authorities, and financial or other liabilities. In addition, security breaches, incidents or the inability to protect information could lead to increased incidents of ticketing fraud and counterfeit tickets. Security breaches and incidents could also significantly Live Nation’s and Quint’s reputations with consumers, ticketing clients and other third parties, and could result in significant costs related to remediation efforts, such as credit or identity theft monitoring.
Although Live Nation and Quint have developed systems and processes that are designed to protect customer and employee information and to prevent security breaches or incidents (which could result in data loss or other harm or loss), such measures cannot provide absolute security or certainty. It is possible that advances in computer and hacker
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capabilities, new variants of malware, the development of new penetration methods and tools, inadvertent violations of company policies or procedures or other developments could result in a compromise of customer or employee information or a breach of the technology and security processes that are used to protect customer and employee information. The techniques used to obtain unauthorized access, automate or expedite transactions or other activities on the respective platforms, disable or degrade service or sabotage systems (or otherwise bring about one or more of these effects) may change frequently and as a result, may be difficult for Live Nation’s or Quint’s business to detect for long periods of time and may impact the efficacy of their defenses and/or the products and services they provide. In addition, despite Live Nation’s and Quint’s best efforts, they may be unaware of or unable to anticipate these techniques or implement adequate preventative measures. Live Nation and Quint have expended significant capital and other resources designed to protect and remedy such potential security , and their consequences, and will continue to do so in the future, including the establishment of a dedicated cybersecurity organization within their larger technology environment, as well as cybersecurity roles in business areas.
Live Nation and Quint also face risks associated with security breaches and incidents affecting third parties with which they are affiliated or with which they otherwise conduct business. In particular, hardware, software or applications they develop or procure from third parties may contain, and have contained, defects in design or manufacture and/or may pose a security risk that could unexpectedly compromise information security, but none of which have been material to date. Consumers are generally concerned with the security and privacy of the internet, and any publicized security problems affecting Live Nation’s and Quint’s businesses and/or third parties may discourage consumers from doing business with them, which could have an adverse effect on their respective business, financial condition and results of operations.
The U.S. Department of Justice and the attorneys general of certain states have sued Live Nation alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. In addition, the FTC and the attorneys general of certain states have sued Live Nation alleging violations of various federal and state laws relating to alleged deceptive and illegal ticketing practices. An unfavorable outcome in either of these matters could adversely affect Live Nation’s business and operating results.
In May 2024, Live Nation was sued by the U.S. Department of Justice and state authorities for alleged violations of various laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action, with various forms of relief requested for the alleged violations, including without limitation the divestiture of Ticketmaster by Live Nation, cancellation of certain ticketing contracts, enjoining Live Nation from engaging in anticompetitive practices, monetary damages, and other forms of relief. The case is now in its late stages, with discovery substantially completed. It is presently scheduled to go to trial on March 2, 2026.
Separately, in September 2025, the FTC, joined by the attorneys general of seven states, filed a lawsuit against Live Nation alleging that it advertised ticket prices to consumers that were deceptively lower than prices displayed at checkout, deceived consumers about the enforcement of advertised event ticket purchase limits and facilitated the sale of tickets unlawfully acquired by ticket brokers. The plaintiffs allege that Live Nation violated the Better Online Ticket Sales Act and Section 5 of the FTC Act, as well as various state consumer protection statutes and seek injunctive relief, statutory penalties and restitution for consumers. The case is in its initial stages.
Live Nation believes that it has substantial defenses to the claims asserted in these two matters, but due to the nature of the allegations and the potential remedies being sought, an unfavorable outcome in either matter could have a material adverse impact on Live Nation’s business and operating results.
Weak and uncertain economic conditions may reduce consumer demand for services and events offered by Live Nation’s and/or Quint’s respective businesses.
A weak or uncertain economy in the U.S. or globally could adversely affect demand for Live Nation’s and Quint’s services and events. Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending, which typically falls during times of economic recession or instability. Many factors related to corporate spending and discretionary consumer spending, including actual or perceived economic conditions affecting disposable consumer
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income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results. There remains a high level of uncertainty in the current macroeconomic and geopolitical environments. Economic tensions and changes in international trade policies, including, for example, the widespread tariffs announced by the U.S. on its major trading partners, higher tariffs on imported goods and materials and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), have increased inflationary cost pressures and recessionary fears. If economic and financial market conditions in the U.S. or other key markets, including Europe, continue to be uncertain or deteriorate, customers may respond by suspending, delaying or further reducing their discretionary spending. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Accordingly, the ability of Live Nation and/or Quint to increase or maintain revenue and earnings could be affected to the extent that relevant economic environments remain or further. In addition, inflationary pressures, which have been and remain significant, may increase operational costs, including labor costs, and elevated interest rates or any future increases in interest rates in response to 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 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 impacted by ongoing uncertainty in the macroeconomic and political environments, or by any future in such environments, thereby possibly impacting Live Nation’s and Quint’s operating results and growth. Live Nation and Quint currently are to predict the extent of any of these potential effects.
Live Nation may fail to adequately protect its intellectual property rights or may be accused of infringing upon intellectual property rights of third parties.
Live Nation regards its intellectual property rights, including patents, trademarks and domain names, copyrights, trade secrets and similar intellectual property (as applicable) as critical to its success. Live Nation also relies heavily upon software codes, informational databases and other components that make up its products and services.
Live Nation has been granted trademark registrations and patents and also have trademark and patent applications pending with the United States Patent and Trademark Office and/or various foreign authorities for various proprietary trademarks, technologies and other inventions. Any patent or trademark application filed may not result in a patent or trademark registration being issued, or existing or future patents or trademarks may not be adjudicated valid by a court or be afforded adequate protection against competitors. Likewise, the issuance of a patent or trademark registration to Live Nation does not mean that its processes, inventions or trademark will not be found to infringe upon rights previously issued to third parties. Live Nation relies on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect these proprietary rights. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use Live Nation’s intellectual property without authorization which, if discovered, might require legal action to correct. In addition, third parties may independently develop substantially similar intellectual properties, but depending on how similar they are, Live Nation may take action against those third parties as described below.
From time to time, Live Nation is subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the intellectual property rights of third parties. Live Nation’s failure to protect its intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names or other intellectual property and could adversely affect its business, financial condition and results of operations. Therefore, litigation may be necessary in the future to enforce Live Nation’s intellectual property rights, protect trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect Live Nation’s business, financial condition and results of operations.
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The success of Live Nation’s ticketing business and other operations depends, in part, on the integrity of its systems and infrastructure, as well as affiliate and third-party computer systems, computer networks and other communication systems. System interruption and the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on Live Nation’s business, financial condition and results of operations.
System interruption and the lack of integration and redundancy in the information systems and infrastructure, both of Live Nation’s own ticketing systems and other computer systems and of affiliate and third-party software, computer networks and other communications systems service providers on which it relies, may adversely affect Live Nation’s ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. Such interruptions could occur by virtue of natural disaster, malicious actions such as hacking or acts of terrorism or war, or human error. In addition, the loss of some or all of certain key personnel could require Live Nation to expend additional resources to continue to maintain its software and systems and could subject it to systems interruptions. The large infrastructure plant that is required to operate Live Nation’s systems requires an ongoing investment of time, money and effort to maintain or refresh hardware and software and to ensure it remains at a level capable of servicing the demand and volume of business that Ticketmaster receives. to do so may result in system , in performance, or unfixable security that could impact both the business and the consumers utilizing Live Nation’s services.
While Live Nation has backup systems for certain aspects of its operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, Live Nation may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect Live Nation’s business, financial condition and results of operations.
Factors Relating to Ownership of Our Common Stock
The market price of Liberty Live Group common stock may be volatile and could fluctuate significantly.
The market price of Liberty Live Group common stock may fluctuate significantly due to a number of factors (none of which can be guaranteed to occur), some of which may be beyond our control, including:
actual or anticipated fluctuations in our operating results;
potential acquisition activity by our Company, our subsidiaries or our business affiliates;
issuances of debt or equity securities to raise capital by our Company, our subsidiaries or our business affiliates;
changes in earnings estimated by securities analysts regarding Liberty Live Group common stock or our ability to meet those estimates; and
general market conditions.
If our board of directors determines to issue the shares of Ventures Group common stock, our Company will have a tracking stock structure, which may cause market confusion.
Our Articles authorize the issuance of another group of common stock without the approval of our stockholders, the Ventures Group common stock. In the event that we issue Ventures Group common stock, we will have a tracking stock structure. A tracking stock is a type of common stock that the issuing company intends to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole. In the event that the Liberty Live Group common stock and the Ventures Group common stock become tracking stocks, the Liberty Live Group common stock would be intended to track the economic performance of particular businesses, assets and liabilities of our Company and our subsidiaries (the “Liberty Live Group”) as determined by our board of directors and the Ventures Group common stock would be intended to track the economic performance of other particular businesses,
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assets and liabilities of us and our subsidiaries (the “Ventures Group”) as determined by our board of directors. We would attribute, for financial reporting purposes, all of our consolidated assets, liabilities, revenue, expenses and cash flows between the Liberty Live Group and the Ventures Group. However, notwithstanding such attribution, we and our subsidiaries would retain legal title to all of our consolidated assets, and our tracking stock capitalization would not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules.
Holders of Liberty Live Group common stock or Ventures Group common stock would not have any legal rights related to specific assets attributed to their associated group and, in any liquidation, holders of Liberty Live Group common stock and Ventures Group common stock would be entitled to receive a proportionate share of our available net assets based on their respective number of liquidation units. Depending on the composition of the assets underlying any future tracking stock groups from time to time, confusion in the marketplace may occur if holders of our tracking stock mistakenly believe they own stock of a company attributed to the applicable tracking stock group or they have any equity or voting interests with respect to companies attributed to one of our future tracking stock groups.
Our board of directors has discretion to create the Ventures Group and to reattribute businesses, assets and liabilities that are attributed to one tracking stock group to another tracking stock group, without the approval of any of our stockholders. Any such reattribution made by our board of directors, as well as the existence, in and of itself, of the right to effect a reattribution, may impact the ability of investors to assess the future prospects of the businesses and assets attributed to a tracking stock group, including liquidity and capital resource needs, based on past performance.
In addition, the assets attributed to one group are potentially subject to the liabilities attributed to another group, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to such other group. No provision of our Articles prevents us from satisfying liabilities of one group with assets of another group, and our creditors will not in any way be limited by our tracking stock capitalization from proceeding against any assets they could have proceeded against if we did not have a tracking stock capitalization.
We cannot assure you that the market price of the common stock related to any future group will, in fact, reflect the performance of the group of businesses, assets and liabilities attributed to that group. Holders of Liberty Live Group common stock and Ventures Group common stock (if and when issued) will be common stockholders of our Company as a whole and, as such, will be subject to all risks associated with an investment in our Company and all of our businesses, assets and liabilities. As a result, the market price of each tracking stock may, in part, reflect events that are intended to be reflected or tracked by a different tracking stock.
Further, if our board of directors decides to implement a tracking stock structure, such structure could give rise to additional risks including, but not limited to:
conflicts of interest or the appearance of conflicts of interest if the interests of holders of stock related to one group diverges or appears to diverge from the interests of holders of stock of the other group;
decisions of our board of directors having a disparate impact upon holders of shares of stock relating to a particular group, or upon holders of any series of stock relating to a particular group;
if the Company disposes of its assets or reattributes such assets to a different tracking stock group, holders of the disposing group’s common stock may receive less value than the value that a third-party buyer might pay for all or substantially all of the assets of the disposing group;
if our board of directors elects to convert shares of common stock of one group into another group, the nature of a holders’ investment may be changed and possibly diluted; and
holders of each tracking stock group will vote together as a single class, except in certain limited circumstances.
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Our multi-series voting structure may limit your ability to influence corporate matters, depress the trading price of Liberty Live Group common stock and any future issuances of Liberty Live Group common stock may further dilute the voting power of shares of Liberty Live Group common stock.
Liberty Live Group common stock is divided into three series of common stock: Series A Liberty Live Group common stock (“LLYVA”), LLYVB and Series C Liberty Live Group common stock (“LLYVK”). Holders of record of shares of LLYVA are entitled to one vote for each share of such stock and holders of record of shares of LLYVB are entitled to ten votes for each share of such stock on all matters submitted to a vote of stockholders. Holders of record of shares of LLYVK are not entitled to any voting rights, except as otherwise required by Nevada law, in which case, such holders of record of shares of LLYVK are entitled to 1/100th of a vote per share. Our Articles do not provide for cumulative voting in the election of directors and permit future issuances of shares of each series of Liberty Live Group common stock. Any future issuances of Liberty Live Group common stock may dilute your interest in our Company.
Although LLYVB shares are quoted on the OTC Markets, they are sparsely traded and do not have an active trading market. As a result, your ability to purchase LLYVB shares is limited. Future issuances of shares of LLYVB will dilute the aggregate voting power of the issued and outstanding shares of Liberty Live Group common stock and may further concentrate the aggregate voting power of our issued and outstanding shares of common stock among the holders of shares of LLYVB. The voting and conversion rights of the LLYVB shares, our ability to issue additional LLYVB shares and your limited ability to purchase LLYVB shares may limit your ability to influence corporate matters and adversely affect the value of LLYVA shares and LLYVK shares.
Additionally, our multi-series structure may result in a lower or more volatile market price of the shares of Liberty Live Group common stock or in adverse publicity or other adverse consequences. Several stockholder advisory firms have announced their opposition to the use of multiple-class structures. As a result, the multi-series structure of Liberty Live Group common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the shares of Liberty Live Group common stock.
For as long as we are an emerging growth company, we are not required to comply with certain reporting requirements, including disclosures about our executive compensation, that apply to other public companies.
We are classified as an “emerging growth company” under the Jumpstart Our Business Startups Act. As a result, we have reduced Sarbanes-Oxley Act compliance requirements, as discussed elsewhere, for as long as we are an emerging growth company, which may be up to five full fiscal years. Unlike other public companies, we are not required to, among other things, (i) comply with certain audit-related requirements that we would otherwise be subject to but for our status as an emerging growth company, (ii) provide certain disclosures regarding executive compensation required of larger public companies or (iii) hold nonbinding advisory votes on executive compensation.
To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find Liberty Live Group common stock to be less attractive as a result, there may be a less active trading market for Liberty Live Group common stock and our stock price may be more volatile.
If we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned and our stock price may suffer.
Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to complete a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, we are required to document and test our internal control procedures, our management is required to assess and issue a report concerning our internal control over financial reporting, and our
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independent auditors are required to issue an attestation regarding our internal control over financial reporting. However, as an emerging growth company, we are not required to have our independent auditors attest to the effectiveness of our internal control over financial reporting until our first annual report subsequent to ceasing to be an emerging growth company. As a result, we may not be required to have our independent auditors attest to the effectiveness of our internal control over financial reporting until as late as the annual report for the year ending December 31, 2030. Although we do not expect the annual costs to comply with Section 404 to be significant (based on our preliminary assessments), the rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex, subject to change, and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. If our management cannot favorably assess the effectiveness of our internal control over financial reporting when required to do so or our auditors identify material in our internal control, investor confidence in our financial results may , and our stock price may .
It may be difficult for a third party to acquire our Company, even if doing so may be beneficial to our stockholders.
Certain provisions of Nevada law, our Articles, and our amended and restated bylaws may discourage, delay or prevent a change in control of our Company that a stockholder may consider favorable. These provisions include the following:
authorizing a capital structure with multiple series of common stock of each group: a Series B share that entitles the holders to ten votes per share, a Series A share that entitles the holders to one vote per share, and a Series C share that, except as otherwise required by applicable law, entitles the holders to no voting rights;
establishing a classified board of directors, with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;
allowing the authorized number of directors on the board of directors to be changed only by resolution of the board of directors;
permitting only the board of directors to fill vacancies on the board;
Nevada law providing that incumbent directors may be removed only by the vote of stockholders representing not less than 66 2∕3 % of the voting power of our issued and outstanding stock entitled to vote;
limiting who may call special meetings of stockholders;
prohibiting stockholder action by written consent (subject to certain exceptions), thereby requiring stockholder action to be taken at a meeting of the stockholders;
requiring stockholder approval by holders of at least 66 2∕3 % in voting power of all of our then-outstanding shares entitled to vote thereon, voting together as a single class, with respect to certain extraordinary matters, such as a merger or consolidation, a sale of all or substantially all of our assets or an amendment to our Articles (except in the event approved by at least 75% of our board of directors);
establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and
the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our Company.
In addition, Mr. Malone currently beneficially owns shares representing the power to direct in excess of 50.0% of the aggregate voting power in our Company, due to his beneficial ownership of approximately 97.4% of the outstanding shares of our LLYVB as of January 31, 2026. See the risk factor entitled “ John C. Malone owns shares of Liberty Live Group common stock representing approximately 50.0% of the aggregate voting power of our Company, as of January 31, 2026, which puts him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders .” for more information.
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Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.
We are a Nevada corporation. Because of Delaware’s prominence as a state of incorporation for many large corporations, the Delaware courts have developed considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing Delaware law under certain sets of facts. While Nevada also has adopted comprehensive, modern and flexible corporate law statutes, because the volume of Nevada case law concerning the effects of its statutes and regulations is more limited, our Company and our stockholders may experience less predictability with respect to the legal requirements in connection with corporate affairs and transactions, and stockholders’ rights to challenge them in specific situations where the application of the statute may be open to differing interpretations.
Our directors and officers are protected from liability for a broad range of actions.
Nevada law, by default, with certain specific exceptions, eliminates the liability of directors and officers, to a corporation or its stockholders, except where (i) the presumption that such director or officer has acted in good faith, with a view to the interests of the corporation has been rebutted, and (ii) it is proven that such director’s or officer’s act or failure to act was a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law. Our Articles provide that, to the fullest extent permitted by Nevada law, our directors and officers will not be individually liable to us or any of our stockholders or creditors for damages as a result of any act or failure to act in his or her capacity as a director or officer.
Our Articles provide that the Eighth Judicial District Court of the State of Nevada shall be the exclusive forum for certain litigation that may be initiated by our stockholders, and that the federal courts shall be the exclusive forum for claims under the Securities Act; these provisions could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our Articles provide that, subject to limited exceptions, the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada (the “Nevada Eighth Judicial District Court”) (or if the Nevada Eighth Judicial District Court does not have jurisdiction, any other state district court located in the State of Nevada, and if no state district court in the State of Nevada has jurisdiction, any federal court located in the State of Nevada) shall, to the fullest extent permitted by law, be the exclusive forum for certain specified types of “internal actions” as defined under Nevada law, including (a) those brought in our name or right or on our behalf; (b) those for or based on any breach of fiduciary duty owed by any director, officer, or controlling stockholder of ours in such capacity; (c) those arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of the Nevada statutes with respect to business entities, the articles of incorporation or our amended and restated bylaws, or certain voting agreements or trusts to which it may be a party.
In addition, our Articles provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be, to the fullest extent provided by law, the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. Our Articles further provide that, for the avoidance of doubt, this exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the U.S. have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, to the fullest extent permitted by law, our Articles provide that the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or rules and regulations thereunder.
These choice of forum provisions may otherwise limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents. Stockholders who do bring a claim in the Nevada Eighth Judicial District Court could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Nevada. The Nevada Eighth Judicial District Court may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would
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otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Similarly, the federal district courts may also reach different judgments in Securities Act cases than state courts. Alternatively, if a court were to find the choice of forum provision contained in our Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
The holders of any series of Liberty Live Group common stock, or the holders of Liberty Live Group common stock as a whole, may not have any remedies if an action by our directors or officers prioritizes other interests or has a disparate effect on Liberty Live Group common stock or any series thereof.
Principles of Nevada law and the provisions of our Articles may protect decisions of our board of directors that weigh interests different from those of the holders of Liberty Live Group common stock, or any series thereof, or that have a disparate impact upon holders of any series of Liberty Live Group common stock. Under Nevada law, the board of directors has the duty to exercise its powers in good faith and with a view to the interests of the corporation. In doing so, the board of directors may consider all relevant facts, circumstances, contingencies or constituencies, including, without limitation, the interests of the corporation’s employees, suppliers, creditors or customers; the economy of the state or the nation; the interests of the community or of society; the long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation; or the long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. Directors may consider or assign weight to the interests of any particular person or group, or to any other relevant facts, circumstances, contingencies or constituencies and are not required to consider, as a dominant factor, the effect of a proposed corporate action upon any particular group or constituency having an interest in the corporation. Under the principles of Nevada law referred to above and the business judgment rule, you may not be in these decisions if a majority of our board of directors, or a committee thereof, is , independent and informed with respect to decisions of the board and acts in faith and with a view to the interests of the corporation, including all of our stockholders.
Although LLYVB is quoted on the OTC Markets, there is no meaningful trading market for the stock.
Although LLYVB is quoted on the OTC Markets, it is sparsely traded and does not have an active trading market. The OTC Markets tend to be highly illiquid, in part, because there is no national quotation system by which potential investors can track the market price of shares except through information received or generated by a limited number of broker-dealers that make markets in particular stocks. There is also a greater chance of market volatility for securities that are quoted on the OTC Markets as opposed to a national exchange or quotation system. This volatility is due to a variety of factors, including a lack of readily available price quotations, lower trading volume, the absence of consistent administrative supervision of “bid” and “ask” quotations, and market conditions.
