Form 8-K

8-K — Live Nation Entertainment, Inc.

Accession: 0001335258-26-000046

Filed: 2026-10-09

Period: 2026-10-07

CIK: 0001335258

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — lyv-20261007.htm (Primary)

EX-99.1 — EX-99.1 PR PRICING SENIOR NOTES OFFERING (ex991prpricingofprivatesen.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

October 7, 2026

Live Nation Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-32601 20-3247759

(State or other jurisdiction

of incorporation) (Commission File No.) (I.R.S. Employer

Identification No.)

9348 Civic Center Drive

Beverly Hills, California

90210

(Address of principal executive offices) (Zip Code)

(310) 867-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $.01 Par Value Per Share LYV New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On October 7, 2026, Live Nation Entertainment, Inc. (the “Company”) issued a press release announcing that it had priced a private offering of $730,000,000 aggregate principal amount of new senior notes due 2032 (the “U.S. Dollar Notes”) and €600,000,000 aggregate principal amount of new senior notes due 2032 (the “Euro Notes” and, together with the U.S. Dollar Notes, the “Notes”).

The U.S. Dollar Notes will have an interest rate of 7.125% per annum and will be issued at a price equal to 100.000% of their face value. The Euro Notes will have an interest rate of 6.125% per annum and will be issued at a price equal to 100.000% of their face value.

The closing date of the Notes offering will be October 15, 2026, subject to customary closing conditions. Obligations under the Notes will be guaranteed by the Company and the Company’s existing and future domestic restricted subsidiaries that guarantee the Company’s senior secured credit facilities. The Company intends to use the net proceeds from the offering to fund the redemption in full of all of the Company’s outstanding 6.500% Senior Secured Notes due 2027, to pay fees and expenses related to the offering, and for general corporate purposes, which may include the repayment or repurchase of certain of the Company’s indebtedness.

The Notes and the related note guarantees will be offered through a private placement and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. As a result, the Notes and the related note guarantees may not be offered or sold in the United States or to any “U.S. persons” except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and the related note guarantees will be offered only to “qualified institutional buyers” under Rule 144A of the Securities Act and, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

In connection with the offering, the Company entered into cross-currency swap agreements that effectively convert the $730 million aggregate principal amount of the U.S. Dollar Notes into approximately €652 million of euro-denominated fixed-rate obligations through October 2031, resulting in a blended interest rate of approximately 5.89% across the Notes, compared to 6.500% on the Senior Secured Notes due 2027 being redeemed.

A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

99.1

Press Release, dated October 7, 2026, issued by Live Nation Entertainment, Inc. titled “Live Nation Entertainment Announces Pricing Of Private Senior Notes Offering.”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The Company wishes to caution its investors that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company’s investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All subsequent written and oral forward-looking statements by or concerning the Company are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 9, 2026

Live Nation Entertainment, Inc.

By:

/s/ Brian Capo

Brian Capo

Senior Vice President and

Chief Accounting Officer

EX-99.1 — EX-99.1 PR PRICING SENIOR NOTES OFFERING

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Document

EXHIBIT 99.1

LIVE NATION ENTERTAINMENT ANNOUNCES PRICING OF PRIVATE

SENIOR NOTES OFFERING

LOS ANGELES (October 7, 2026) – Live Nation Entertainment, Inc. (NYSE: LYV) (the “company”) today announced that it priced an offering of $730,000,000 in aggregate principal amount of its 7.125% senior notes due 2032 (the “U.S. Dollar Notes”) and €600,000,000 aggregate principal amount of 6.125% senior notes due 2032 (the “Euro Notes” and, together with the US Notes, the “Notes”).

The closing date of the Notes offering will be October 15, 2026, subject to customary closing conditions. Obligations under the Notes will be guaranteed by the company and the company’s existing and future domestic restricted subsidiaries that guarantee the company’s senior secured credit facilities. The company intends to use the net proceeds from the offering to fund the redemption in full of all of the company’s outstanding 6.500% senior secured notes due 2027, to pay fees and expenses related to the offering, and for general corporate purposes, which may include the repayment or repurchase of certain of the company’s indebtedness.

The Notes and the related note guarantees will be offered through a private placement and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. As a result, the Notes and the related note guarantees may not be offered or sold in the United States or to any “U.S. persons” except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and the related note guarantees will be offered only to “qualified institutional buyers” under Rule 144A of the Securities Act and, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements, including statements related to the offering and the expected use of the net proceeds, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation, risks related to whether the company will consummate the offering of the Notes on the expected terms, or at all, market and other general economic conditions, and the fact that the company's management will have discretion in the use of the proceeds from any sale of the Notes. The company

refers you to the documents it files with the Securities and Exchange Commission, specifically the section titled “Item 1A. Risk Factors” of its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, which contains and identifies important factors that could cause actual results to differ materially from those contained in the company’s projections or forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

Notice to EEA Investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in a member state of the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a “professional client” as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This press release has been prepared on the basis that any offer of Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. This press release is not a prospectus for the purposes of the Prospectus Regulation.

Notice to UK Investors

This press release has not been approved by an authorised person in the United Kingdom (the “U.K.”). This press release is for distribution only to persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order; (iii) are outside the U.K., or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.

The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the U.K. For these purposes, a “retail investor” means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024”. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering, selling or distributing the Notes or

otherwise making them available to any retail investor in the U.K. may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulation 2024.

About Live Nation Entertainment

Live Nation Entertainment (NYSE: LYV) promotes the shows that bring artists to their fans. Since 2005, we've connected artists with more than 1.5 billion fans across 55 countries. A live concert is more than a show — it's a moment fans wait all year for, travel for, and remember for a lifetime. Live Nation exists to make more of those moments possible, helping artists grow their careers and bringing more live music to more fans, everywhere.

Contact:

Investors: IR@livenation.com

Media: Media@livenation.com

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