4 paragraphs in Risk Factors of the 10-K filed Feb 19, 2026
with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 18 Communication companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
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.
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In foreign countries in which we operate, a risk exists that our employees, contractors or agents could, in contravention of our policies, engage in business practices prohibited by applicable United States laws and regulations, such as the United States
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litigation in the past and may be required to incur additional expenses in the future regarding such investigations and litigation. In the case of antitrust (and similar or related) matters, any adverse outcome could limit or prevent us from engaging in the ticketing business generally (or in a particular segment thereof) or subject us to potential damage assessments, all of which could have a material adverse effect on our business, financial condition and results of operations.
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Separately, in September 2025, the United States Federal Trade Commission, joined by the attorneys general of seven states, filed a lawsuit against us alleging that we 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 we 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.
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New in the latest 10-Q
24 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like
them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
On September 30, 2026, we completed our acquisition of 100 % of Plenitude Arena in Europe for total consideration of $ 532.5 million, consisting primarily of cash. This acquisition was accounted for as a business combination under the acquisition method of accounting. We are in the process of completing our purchase accounting in accordance with GAAP, whereby the purchase price is allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. We financed the acquisition in part with $ 453.8 million drawn from our multicurrency revolving credit facility, as discussed in Note 4 - Long-Term Debt. Preliminary balances include $ 246.6 million of goodwill, primarily in our Concerts reporting segment, as well as $ 236.4 million of property, plant and equipment and $ 153.5 million of definite-lived intangible assets. The purchase accounting is considered preliminary and is subject to revision based on final determinations of fair value and allocations of purchase price to the identifiable assets and liabilities acquired.
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On September 25, 2026, we drew down $ 453.8 million from our multicurrency revolving credit facility to finance the acquisition of Plenitude Arena in Europe as discussed in Note 2 - Long-Lived Assets, Intangibles, and Goodwill.
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Senior Notes due 2032 Issuance and 6.500% Senior Secured Notes due 2027 Redemption
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On October 15, 2026, we issued $ 730.0 million in aggregate principal amount of 7.125 % senior notes due 2032 (the “U.S. Dollar Notes”) and € 600.0 million in aggregate principal amount of 6.125 % senior notes due 2032 (the “Euro Notes” and, together with the U.S. Dollar Notes, the “Notes”).
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We used the net proceeds from the offering to fund the redemption in full of all of our 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 our indebtedness.
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Pursuant to the Notes Indenture, the U.S. Dollar Notes will bear interest at the rate of 7.125 % per annum, payable on April 15 and October 15 of each year beginning on April 15, 2027. The Euro Notes will bear interest at the rate of 6.125 % per annum, payable on April 15 and October 15 of each year beginning on April 15, 2027. The Notes will mature on October 15, 2032.
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Prior to April 15, 2029, (a) we may redeem up to 40 % of the original aggregate principal amount of the U.S. Dollar Notes using the proceeds of certain equity offerings at a redemption price equal to 107.125 % of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, and (b) we may redeem up to 100 % of the U.S. Dollar Notes at a price up to 100 % of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium described in the Notes Indenture. In addition, on or after April 15, 2029, we may redeem some or all of the U.S. Dollar Notes at any time at the redemption prices specified in the Notes Indenture, plus any accrued and unpaid interest to, but excluding, the date of redemption. We are required to offer to purchase the U.S. Dollar Notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, if specified change of control events occur.
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Prior to April 15, 2029, (a) we may redeem up to 40 % of the original aggregate principal amount of the Euro Notes using the proceeds of certain equity offerings at a redemption price equal to 106.125 % of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, and (b) we may redeem up to 100 % of the Euro Notes at a price up to 100 % of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium described in the Notes Indenture. In addition, on or after April 15, 2029, we may redeem some or all of the Euro Notes at any time at the redemption prices specified in the Notes Indenture, plus any accrued and unpaid interest to, but excluding, the date of redemption. We are required to offer to purchase the Euro Notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, if specified change of control events occur.
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In connection with the offering, we entered into cross-currency swap agreements that effectively convert the $ 730.0 million of 7.125 % U.S. Dollar Notes into approximately € 652.1 million of euro-denominated fixed-rate obligations at a weighted average rate of approximately 5.68 % per annum through October 15, 2031. After giving effect to the swap agreements, the weighted average interest rate of the Notes is approximately 5.89 % per annum, compared to 6.500 % per annum on the 6.500 % Senior Secured Notes due 2027 that we redeemed with the net proceeds of the offering.
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On October 15, 2026, we entered into Amendment No. 1 (the “Amendment”) to our existing senior secured credit facility dated as of October 21, 2025 (as amended, restated, supplemented, or modified from time to time prior to the effectiveness of the Amendment, the “Credit Agreement” and as amended by the Amendment, the “Amended Credit Agreement”), as described in more detail below.
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The Amendment, among other things, amended the Credit Agreement to (i) extend the stated maturity of the revolving credit facilities (as defined below) and the delayed draw term loan A facility (as defined below) by one year to October 21, 2031, (ii) increase commitments under (a) the multicurrency revolving credit facility (the “multicurrency revolving credit facility”) to $ 1.45 billion, (b) the venue expansion revolving credit facility (the “venue expansion revolving credit facility” and together with the multicurrency revolving credit facility, the “revolving credit facilities”) to $ 435.0 million, and (c) the delayed draw term loan A facility (the “delayed draw term loan A facility”) to $ 725.0 million, and (iii) provide for certain amendments to the covenants and component defined terms used therein.
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Subject to certain conditions and amounts, we will continue to have the right under the Amended Credit Agreement to increase the term loan B facility, the delayed draw term loan A facility, the multicurrency revolving credit facility, and/or the venue expansion revolving credit facility (or establish new (i) incremental revolving facilities or (ii) incremental term loan facilities).
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The third quarter of 2026 yielded our highest consolidated operating income and AOI results ever. All three of our reporting segments grew AOI by double digits, underlining sustained consumer demand for the live experience. As well, all of our key performance indicators are meaningfully up year-over-year, giving us confidence in a successful conclusion to 2026. Double-digit ticket sales growth versus 2025 across all of our major markets for amphitheater, arena and stadium sales demonstrates strong fan demand. We have no material content risk remaining in the fourth quarter with respect to large venue shows, and ticket sales for our remaining arena tours remain solid.
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Our Concerts segment’s revenue for the quarter increased by $1.5 billion, or 20%, from $7.3 billion in the third quarter of 2025 to $8.7 billion in the third quarter of 2026. The overall number of events for the third quarter of 2026 was approximately 13,100, 7% higher than last year. The number of fans for the quarter grew by 9.8 million or 19%, from 51.3 million last year to 61.1 million this year. Fan count grew across all of our major markets but weighted towards our International territories, which
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On September 25, 2026, we drew down $453.8 million from our multicurrency revolving credit facility to finance the acquisition of Plenitude Arena in Europe as discussed in Note 2 - Long-Lived Assets, Intangibles, and Goodwill.
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On October 15, 2026, we issued $730.0 million in aggregate principal amount of 7.125% senior notes due 2032 (the “U.S. Dollar Notes”) and €600.0 million in aggregate principal amount of 6.125% senior notes due 2032 (the “Euro Notes” and, together with the U.S. Dollar Notes, the “Notes”).
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We used the net proceeds from the offering to fund the redemption in full of all of our 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 our indebtedness.
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Pursuant to the Notes Indenture, the U.S. Dollar Notes will bear interest at the rate of 7.125% per annum, payable on April 15 and October 15 of each year beginning on April 15, 2027. The Euro Notes will bear interest at the rate of 6.125% per annum, payable on April 15 and October 15 of each year beginning on April 15, 2027. The Notes will mature on October 15, 2032.
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Prior to April 15, 2029, (a) we may redeem up to 40% of the original aggregate principal amount of the U.S. Dollar Notes using the proceeds of certain equity offerings at a redemption price equal to 107.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, and (b) we may redeem up to 100% of the U.S. Dollar Notes at a price up to 100% of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium described in the Notes Indenture. In addition, on or after April 15, 2029, we may redeem some or all of the U.S. Dollar Notes at any time at the redemption prices specified in the Notes Indenture, plus any accrued and unpaid interest to, but excluding, the date of redemption. We are required to offer to purchase the U.S. Dollar Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, if specified change of control events occur.
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Prior to April 15, 2029, (a) we may redeem up to 40% of the original aggregate principal amount of the Euro Notes using the proceeds of certain equity offerings at a redemption price equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, and (b) we may redeem up to 100% of the Euro Notes at a price up to 100% of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium described in the Notes Indenture. In addition, on or after April 15, 2029, we may redeem some or all of the Euro Notes at any time at the redemption prices specified in the Notes Indenture, plus any accrued and unpaid interest to, but excluding, the date of redemption. We are required to offer to purchase the Euro Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, if specified change of control events occur.
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In connection with the offering, we entered into cross-currency swap agreements that effectively convert the $730.0 million of 7.125% U.S. Dollar Notes into approximately €652.1 million of euro-denominated fixed-rate obligations at a weighted average rate of approximately 5.68% per annum through October 15, 2031. After giving effect to the swap agreements, the weighted average interest rate of the Notes is approximately 5.89% per annum, compared to 6.500% per annum on the 6.500% Senior Secured Notes due 2027 that we redeemed with the net proceeds of the offering.
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On October 15, 2026, we entered into Amendment No. 1 (the “Amendment”) to our existing senior secured credit facility dated as of October 21, 2025 (as amended, restated, supplemented, or modified from time to time prior to the effectiveness of the Amendment, the “Credit Agreement” and as amended by the Amendment, the “Amended Credit Agreement”), as described in more detail below.
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The Amendment, among other things, amended the Credit Agreement to (i) extend the stated maturity of the revolving credit facilities (as defined below) and the delayed draw term loan A facility (as defined below) by one year to October 21, 2031, (ii) increase commitments under (a) the multicurrency revolving credit facility (the “multicurrency revolving credit facility”) to $1.45 billion, (b) the venue expansion revolving credit facility (the “venue expansion revolving credit facility” and together with the multicurrency revolving credit facility, the “revolving credit facilities”) to $435.0 million, and (c) the delayed draw term loan A facility (the “delayed draw term loan A facility”) to $725.0 million, and (iii) provide for certain amendments to the covenants and component defined terms used therein.
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Subject to certain conditions and amounts, we will continue to have the right under the Amended Credit Agreement to increase the term loan B facility, the delayed draw term loan A facility, the multicurrency revolving credit facility, and/or the venue expansion revolving credit facility (or establish new (i) incremental revolving facilities or (ii) incremental term loan facilities).
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 19, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-05 vs 10-K 2026-02-19
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part I - Item 1A. - Risk Factors of our 2025 Annual Report on Form 10-K filed with the SEC on February 19, 2026, describes some of the risks and uncertainties associated with our business which could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock could decline as a result. We do not believe that there have been any material changes to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.
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