Operator: Good afternoon. My name is Joe. I will be your conference operator today. At this time, I would like to welcome everyone to Live Nation Entertainment, Inc.’s first quarter 2026 earnings call. I would now like to turn the call over to Ms. Amy Yong. Thank you, Ms. Yong. You may begin.

Amy Yong: Good afternoon and welcome to the Live Nation Entertainment, Inc. first quarter 2026 earnings conference call. Joining us today is our President and CEO, Michael Rapino, and our President and CFO, Joe Berchtold. I would like to remind you that this afternoon’s call will contain certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ, including statements related to the company’s anticipated financial performance, business prospects, new developments, and similar matters. Please refer to Live Nation Entertainment, Inc.’s SEC filings, including the risk factors and cautionary statements included in the company’s most recent filings on Forms 10-Ks, 10-Qs, and 8-Ks for a description of risks and uncertainties that could impact the actual results.

Live Nation Entertainment, Inc. will also refer to some non-GAAP measures on this call. In accordance with SEC Regulation G, Live Nation Entertainment, Inc. has provided definitions of these measures and a full reconciliation to the most comparable GAAP measures in our earnings release. The release and reconciliation can be found under the financial information section on Live Nation Entertainment, Inc.’s website. We will now open the call for questions. Operator?

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Operator: Thank you. The first question comes from the line of Brandon Ross with LightShed Partners. Please proceed.

Brandon Ross: Hey, guys. Thanks for taking the questions. First, you call out timing shifts in fan count due to venue mix in the release. Can you first explain why this year looks different than most, and then how that translates to AOI phasing throughout the year?

Joe Berchtold: Sure, Brandon. What is going on with timing is we have very strong growth globally in stadiums and strong growth in amphitheaters in the U.S. Those tend to skew more towards Q3 from a calendar standpoint. Most of the summer months are in Q3. We were calling out that as you think about the weighting of the different quarters this year, while we have strong growth across all of the pieces, that growth is really going to come more strongly in Q3 than it would in previous years. That will translate into stronger AOI for Q3 and, on the margin, also shape up to have a very strong Q4.

Brandon Ross: Okay. And then speaking of amphitheaters, I guess the big stumble last year was in AMPs really on the supply side, and it seems that you have made up or more than made up for that this year. How sure are you that the demand is there on the AMPs to fill that supply? The leading indicators seem great, but AMPs are more of a real-time purchase, and every time there are elevated gas prices, there is a little more worry about amphitheater performance. And there have also been some cancellations late as there are every year, but if you could address that too.

Michael Rapino: Let us start with cancellations and work backwards, because I know that I saw some of those articles. This year will be no different than any other year. We always have a few cancellations. To give you perspective, we tend to have a 1% to 2% cancellation rate historically, both at Ticketmaster across the industry and at Live Nation Entertainment, Inc. We are tracking slightly below the industry, so we see no challenges at all in that. To give you perspective, we have about 15 thousand shows on sale; 100 will be canceled. That would be typical. We see nothing about cancellations in the 2026 full calendar that would be extraordinary. There is always a tour or two that does not work out. On amphitheaters, as you said, we are having a strong 2026, focused the team on the supply to make sure we have the show count.

We definitely have that this year. And we know sitting in May, on the demand side, we would know by this time of the year how we are filling up for the summer. It is not last minute. It is on sale, and as you see from the numbers in our release, we are tracking ahead of last year on show count and on ticket sales, up over double digits. We see a strong year in amphitheaters. We think they are a great product; demand will always be there. They tend to be lower priced than arenas and stadiums, a lower cost entry point to come in. It is a volume game, and on-site just started. We are days into the season; we see positive numbers so far. Our premium sales, our on-site, and our demand indicate we are going to have a strong 2026 in AMPs.

Operator: The next question comes from the line of Analyst with Goldman Sachs. Please proceed.

Analyst: Hey, guys. Thanks for taking the questions. Michael, maybe just broaden out the question around supply this year. In the release you highlighted concert bookings pacing up across stadiums, arenas, and AMPs. Would be curious if you could talk a little bit more about how touring activity is shaping up for this year, where in the slate you are seeing the strongest inflections year-over-year in supply, and then where there might still be opportunity to add event supply as we make our way into the summer concert season over the next couple of months?

Michael Rapino: If we step back, as we discussed in our Investor Day on supply, there are more bands on the road on a global basis, so the pie is growing. Our job is to keep making sure we maintain our market share and grow with that expanding pie of supply. We are seeing this global supply of artists continually grow. That will mean ultimately more bands on the road. They will be filling all levels from the club up to the stadium, which we are seeing this year. Most of the supply is coming from the growing market on a global basis across all levels of supply. We think that will happen for many years to come as the world has flattened and bands from all over—from Latin America to K-pop to Colombia to India—are now on the road and able to travel and tour in all of the different venues and festivals around the world.

We are seeing strong supply across the globe right now. Our international business is strong, maybe even stronger than America in terms of growth. Latin America is on fire, small to big to festivals. We are seeing great global supply and demand, as we predicted in our Investor Day, coming to life this year.

Analyst: That is great. Thanks for that. And then, Joe, maybe on regulatory, I think this is the first time we have connected since the settlement on the federal side and then the ruling on the state case. Could you provide an update on where we stand today in that process, where you feel like your views still differ from how the rulings played out, and how investors should expect the process to play out from here?

Joe Berchtold: There is a day in court on Thursday where there will be a discussion on the process. Three key elements here: one is we have a few motions that we made as it related to some of the evidence and how that proceeds, and we need a ruling on that. Two is the judge determining the process for the review of the settlement with the Department of Justice. And third is the remedies portion of the trial that just concluded. We have views on how we think it should proceed, but the judge will decide that, and that will define the timing and the exact pieces. Until then, we have to wait and see how he lays it out.

Operator: The next question comes from the line of David Karnovsky with JPMorgan. Please proceed.

David Karnovsky: Hey, thank you. Joe, in the 10-Q, there is some detail on a venue securitization transaction. Could you walk through the structure at a high level? And then how does this play into your Venue Nation plans over the long term as far as buying or building locations?

Joe Berchtold: Sure. This is a great vehicle that the team developed to think about how we fund the venue side of the business going forward. I have talked before about how, in my mind, there is a little bit of a propco/opco two-business model that we have here, and there is an opportunity with the propco to effectively have a synthetic component of the balance sheet, while still keeping it all under one roof for flexibility and control. Effectively, think about it as having a propco that you can have more leverage on, which is collateralized by all your venue holdings. We have an initial raise that we did of just over €600 million using some of the venues as collateral. As we grow the venue portfolio, we can take the venues that we add and put those in as additional collateral, which lets this component of our balance sheet continue to grow as we build out the venue portfolio.

That is being kept separate and not being used to securitize the more opco side of the business. This is an innovative financing that we came up with, which we think works very well in giving us the first step to really enable our funding and continue to build out the venue side of the business.

David Karnovsky: Okay. And then maybe just sticking on Venue Nation. Earlier this year, you announced in Argentina an agreement with Club Athletico for certain booking and naming rights as it relates to the stadium there. I am curious how replicable this model is—meaning partnerships with sports teams in Latin America or even other regions where you are expanding venues—where maybe there are existing properties sitting there in need of capital or a refresh that you can enter as partner?

Michael Rapino: We love that deal, and we absolutely think on a global basis it is something we can replicate. Lots of these stadiums around the world are not NFL-activity kind of venues, so they do not have as much activity going on. We are a great partner to help make sure we can put some shows in there, bring some sponsorship expertise, and some capital if we have to. We have a similar arrangement in Argentina with River Stadium. On a global basis, we like building arenas, but on the stadium side we like partnering with them. It is less capital intensive but locks up a lot of the revenue streams.

Operator: The next question comes from the line of Cameron Mansson-Perrone with Morgan Stanley. Please proceed.

Cameron Mansson-Perrone: Two on the ticketing business, if I could. Michael, could you update us on what you and Sam are focused on from a product perspective with Ticketmaster? And then in the past, you have talked about driving ancillaries at Ticketmaster. Do you see that as an increasingly important factor for that business going forward given what seems like increased sensitivity around fees? And then one more.

Michael Rapino: I will start, then Joe will jump in. We are thrilled in general with our new hire, a strong product engineer. Joe and I have ongoing dialogue with him on the product roadmap on a global basis, how to inject AI in the consumer side and the B2B side. Our top priority is to make that on-sale smooth, more transparent, and to drive as much consumer confidence as we can in the process. He is doing a lot of work on that right now—identifying and building out our face value exchange program to be much more robust for artists to use, giving them more tools in general for the on-sale. That is our biggest pain point. We have made great progress in the last few years and are the best in the business at it, but we will continue to make that a better process with more tools for artists and fans. That is the front end. Joe will fill you in on the wider perspective.

Joe Berchtold: On the back end, the biggest unlock that Sam is bringing is how we think about a lot of the new markets we are going into. The strategies he has been developing for Latin America and Asia, particularly for Japan, figure out how we are not locked into some of our legacy constraints of great platforms built in a time before we needed the flexibility we need today. In part using some AI tools and other innovative approaches, he is rapidly accelerating the pace at which we are moving into those markets with the ticketing solution. That is the big back-end piece. And then, absolutely, we are continuing to be very focused on how we use the platform to continue to drive additional economics from the scale of what we are doing.

We know that the venue clients we have that are really keeping the bulk of the service fee will continue to keep the bulk of the service fee, and we need to continue to find ways that we can build value off the platform and keep our fair share of that.

Cameron Mansson-Perrone: Thanks. That is helpful and interesting. My follow-up was on headwinds you call out in terms of the mid-single-digit headwind at the ticketing segment this year. Could you remind us what exactly is incorporated in that, and any guidance or expectation with regard to how you see the legal expenses that are running through ticketing? Should we expect that run rate through the remainder of the year, or any color there would be helpful?

Joe Berchtold: Those mid-single-digit headwinds are really talking about steps that we have taken in the secondary, that we announced earlier—some pretty dramatic steps that limit the broker inventory being put on the Ticketmaster system—that we said would be a step down, a structural step down, that would have that level of impact. That is a one-time thing. As we grow to offset that this year and still expect to have some growth at Ticketmaster for the year, that weight we comp and it is no longer an issue as we move forward into the future. As it relates to some of the one-time expenses, I do not think we will continue to have this level of elevated expenses. We will continue to have some expenses on the legal side related to the FTC and some other activities. They should moderate over the next few quarters from where they are today.

Operator: The next question comes from the line of Analyst with Wolfe Research. Please proceed.

Analyst: Hi. Two for Joe, if I may. One on the velocity of new venue openings. In the last three years ending in 2025, your CapEx rose from $400 million a year to $600 million to $1 billion last year. It would be equal or higher this year. I am wondering about the dollar value of venues opening in 2026 and 2027. Are we right to assume that 2027 ought to be a bigger opening year, in terms of dollar value and revenue, than 2026 was? And then a longer-term question about your cash flow: if the business were not expanding capacity, what do you think Live Nation Entertainment, Inc. could generate in terms of free cash flow as a percentage of EBITDA? What do you think the free cash flow margin of this business is at steady state?

Joe Berchtold: Algebra test in real time. I am not going to try to give you exact numbers. If we stopped investing this $1 billion and stopped buying venues, we are going to be able to throw off a lot of cash. The Ticketmaster business today is an extremely high cash flow conversion business. We have been using a lot of that cash to drive growth on the venue side, but it would be throwing off a tremendous amount of cash. On the concert side, maintenance capital is really only a couple hundred million dollars, so you would be throwing off pretty healthy cash on the concert side as well. That said, we still see a long runway of opportunities for venues. We do expect to see acceleration in their opening. I am not going to give you the exact 2027–2028 timing.

The venues that we have under construction are all multiyear construction projects. The ones that we started last year and this year will take a few years, and we are opening a couple great amphitheaters this year, as well as a number of other theaters and other venues. We expect that to accelerate as we get out into 2027 and 2028.

Operator: The next question comes from the line of Batya Levi with UBS. Please proceed.

Batya Levi: Great. Thank you. Follow-up on the ticketing side: adjusting for that legal spend, it looks like margins were up nicely year-over-year. Can you talk about where the outperformance came from? Are you seeing benefit of these AI tools already flowing through? And on the concert side, can you talk a bit about the outperformance despite tough comps that you had in LatAm? Any regions that you would call out for the rest of the year?

Joe Berchtold: I will start with the ticketing side. We are giving you the volume here: ticketing sales are up nicely. We continue to grow the business notwithstanding some of the headwinds on the secondary side because of the actions we have taken there. A lot of the growth on the Ticketmaster side is coming from additional concert tickets being sold. The business operationally and its fundamentals continue to be in good shape. We are adding more clients globally and selling more tickets. The underlying business is working very well and setting this up nicely as we go into the latter part of this year and into next year. On the concert side, there is a lot of bouncing around quarter to quarter. It was a very good quarter in Latin America, which drove both concerts and sponsorship performance.

Some festivals there did well. Going forward, we see both North America and international markets performing very strongly this year. Michael talked earlier: stadiums are up globally, up in the U.S. despite a very strong year last year, and up strongly in international markets. Amphitheaters and arenas are up nicely in the U.S. That should drive solid growth throughout North America. You have Latin America, Europe, and parts of Asia; we are seeing very strong global demand for concerts, which is then translating into the sponsorship and ticketing businesses.

Operator: The next question comes from the line of Ian Moore with Bernstein Research. Please proceed.

Ian Moore: Hi, thanks. The secondary ticketing business is clearly undergoing a number of changes to further mitigate scalping and bot activity. In the past, you have sized secondary as a low double-digit percent of fee-bearing GTV. But given the sustainability of primary ticketing growth, where do you see secondary share of fee-bearing GTV going as those changes play out? Is it high singles or mid singles?

Joe Berchtold: I think it is probably a gradual decline. Notwithstanding some of the changes we are making this year, there will be a structural drop, and I think over time primary will win. Content will control its tickets, and it will be a slow decline. We have long said we consider this to be a feature, not a standalone product. While secondary is being offered, we want to make sure fans can come to our site for a safe exchange and get tickets they know will be delivered. It is there because it is part of the ecosystem, and we do not have a strategy to grow it. If we are successful, it will decline into the single digits over the next several years.

Operator: The next question comes from the line of Kutgun Maral with Evercore ISI. Please proceed.

Kutgun Maral: Thanks for taking the questions. First, I know Live Nation Entertainment, Inc. is really a supply-driven business, but I did want to follow up on the demand side given investor focus. Underneath the surface, are you seeing any differences by geography, income cohort, venue type, or price points? And given the broader macro and geopolitical volatility, including the disruption in the Middle East, is there anything you are seeing in either the U.S. or international markets that could affect demand, routing, or fan behavior as we move throughout the year? Second, I wanted to ask about premium hospitality within Venue Nation. The release called out the ongoing rollout of the Vinyl Room, for example, with on-site spending at the Hollywood Palladium already over $100 per fan, which is encouraging.

How applicable is that playbook across the broad venue portfolio, and as you scale these types of premium hospitality concepts globally, how meaningful can they become as a driver of per-fan monetization and Venue Nation AOI over the next few years?

Michael Rapino: I will start with the Middle East since you brought it up. It does not affect our business today. The Middle East is a very small touring market overall, so it would have no material effect on our business. We expect that over the long term it will be a touring region, but it does not affect routing today. We had no tours or shows planned in that market right now. On the demand side, we have ongoing reports; we understand fan demographics and who is coming to our shows. It is very broad, as you can imagine. Concerts appeal from 12 to 90 years old depending on the artist and where they are playing. We see no slowdown in any genre or demographic. Whether it is an amphitheater in Indianapolis or an expensive stadium show in New York, we have seen no demand pullback anywhere.

Same thing in the rest of the world—from Argentina to Milan to Singapore—we do not see any pullback. Consumers still consider the live show very important in their social calendar for the year. Whether they are going to one, two, or three shows a year, it is paramount that they get to that show. We have seen broad, strong demand across the board on all genres at all venue sizes. On premium, we think in general the music business, venues, and festivals can do a better job of providing a better service and product. Historically, the concert has been about 99% GA and 1% premium. We now see that people will pay for a better experience. I was in a building meeting this morning looking at two new arenas we are building, and our goal there is to have up to 30% of that house in a premium capacity so we can have a better experience where fans want to come to the night and upgrade and sit in a better suite or box or have better hospitality.

A lot of the CapEx we spend at our amphitheaters is doing that. We have outfitted three this summer—Indianapolis and Dallas—where we took the existing business and added upscale premium offerings like a Vinyl Room that we have scaled or similar clubs like the Back Lot. We are taking those amphitheaters from 1%, 2%, 5% premium up to 25% premium. It is a long haul to get there; it is easier when you are building from scratch. We believe there is a lot of opportunity in premium and a better experience. It is not just about being premium. Consumers will pay for a shorter line, better parking, better hospitality. We are looking at that much like sports arenas have done over the last 10 to 15 years.

Operator: The next question comes from the line of Jason Bazinet with Citi. Please proceed.

Jason Bazinet: I remember back in November when you gave the Venue Nation fan count of 5 million and it sort of disappointed folks. I think in the release today you took that number up. Is that M&A happening more rapidly or building happening more rapidly, and should we take the 2029–2030 numbers up, or is it more a function of front-loading the Venue Nation fan count relative to what you said in November?

Joe Berchtold: We said we are expecting to grow the Venue fan count this year by double digits. Previously it was 5 million on 65 million, so 65 million to 70-plus million tells you it is going to be somewhat more. It is probably pretty evenly distributed between increased performance at our existing venues that we are operating and what we have been adding. We feel good about this year. I do not think we are ready quite yet to start contemplating exactly what we are going to add in 2027, 2028, and 2029, but we think this year shows the power of what we are doing with the venue strategy.

Michael Rapino: I agree.

Operator: Thank you. Ladies and gentlemen, this concludes the question and answer session. I would like to turn the call back to Michael Rapino for closing remarks.

Michael Rapino: Thank you, everyone, for your support. We are looking forward to a great summer, and we will talk to you in August.

Operator: Thank you. This concludes today’s conference. You may disconnect your lines at this time, and we thank you for your participation.

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