Commitments and Contingencies	9 Months Ended
Sep. 30, 2026
Commitments and Contingencies.
Commitments and Contingencies	(8) Commitments and Contingencies Quint operates in many different jurisdictions globally that require revenue generating entities to comply with regulations including value-added tax and sales and use tax. In 2023, Quint identified exposure as it relates to certain jurisdictions whereby either Quint was not properly registered, or the historical compliance returns filed with the different jurisdictions were incomplete or inaccurate. Quint has recognized a total estimated liability for a probable loss of approximately $23,135 thousand as of September 30, 2026, $9,887 thousand of which is recorded in accrued liabilities, and $13,248 thousand is recorded in other long-term liabilities in the condensed consolidated balance sheets. Of the total $23,135 thousand liability, $19,893 thousand was recorded prior to the Company’s acquisition of Quint, and $103 thousand and $1,357 thousand was recognized as a benefit during the three months ended September 30, 2026 and 2025, respectively, and $249 thousand and $3,205 thousand was recognized as an expense during the nine months ended September 30, 2026 and 2025, respectively, within cost of revenue in the condensed consolidated statements of operations. As Quint continues to work to become compliant within these jurisdictions, additional exposure of taxes, interest and penalties is reasonably possible but Quint is currently unable to assess the ultimate outcome and is unable to reasonably estimate any range of additional loss in excess of the estimated liability it has currently recognized. General Litigation The Company has contingent liabilities at times related to legal and tax proceedings and other matters arising in the ordinary course of business other than those matters previously discussed. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements. Live Nation - Department of Justice Complaint In May 2024, the United States Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation Entertainment, Inc. and Ticketmaster in the United States District Court for the Southern District of New York 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. The United States filed an Amended Complaint in August 2024, adding ten additional states as plaintiffs. The Complaint requested various forms of relief 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, and other forms of relief. Twenty-five states also seek damages for their citizens allegedly caused by anticompetitive ticketing practices. In the fall of 2025, Live Nation filed a motion for summary judgment. In February 2026, the Court granted the motion in part and denied the motion in part. In March 2026, the remaining claims proceeded to trial. Early in the trial, Live Nation entered into a binding term sheet with the United States settling the lawsuit (the “DOJ Settlement”). The terms of the DOJ Settlement, which were made public on March 9, 2026, provide for injunctive and structural relief addressing all of the United States’ claims, and initially provided for a $280 million settlement fund to address damages and civil penalty claims by plaintiff states. In the ensuing weeks, six additional states (the“Settling States”) also settled their claims for the same injunctive relief and their shares of the settlement fund totaling approximately $18.6 million. The DOJ Settlement was subsequently formalized in a Proposed Final Judgment filed with the district court on June 12, 2026. Under the Tunney Act, the district court judge presiding over the matter must approve the settlement before it takes final effect, following a process prescribed by statute. The remaining states and District of Columbia (the “Litigating States”) proceeded to trial. On April 15, 2026, the jury returned a verdict for the Litigating States on all claims that remained, including an award of damages measured on a per-ticket-sold basis, but without calculating the number of tickets to which the damages would be applied. After the verdict, the Court ordered the parties to meet and confer to propose a schedule for subsequent phases of the litigation, including post-trial motions and a “remedies” phase in which the Litigating States will propose and the Court will assess equitable remedies the plaintiffs have sought, including among others those enumerated above, as well as civil penalties under certain state laws. In July 2026, the Court heard argument on Live Nation’s motions for judgment as a matter of law and for a new trial, through which Live Nation is seeking to overturn the jury verdict and address other legal and evidentiary issues. Those motions are still pending. Live Nation believes the jury verdict and damages award are legally infirm in a number of respects, many of which it had raised in a pre-verdict motion for judgment as a matter of law. Live Nation raised those issues and others in post-trial motions at the district court. As needed and in due course, Live Nation intends to file an appeal to the U.S. Court of Appeals for the Second Circuit. As a result of the damages verdict, Live Nation recognized $450 million for the nine months ended September 30, 2026, within selling, general and administrative expenses which represents its best estimate of the ultimate loss associated with the Settling States and the jury’s damages award. There can be no assurance that the Court will approve the DOJ Settlement with the United States and the Settling States or that Live Nation will be successful in challenging the verdict reached by the jury on the remaining claims brought by the Litigating States or otherwise settling those remaining claims. Accordingly, the continued defense and ultimate resolution of this matter could involve significant monetary costs or penalties and involve potential remedies or compliance requirements imposed by the Court which could adversely affect Live Nation’s ability to operate its business or have a materially adverse impact on Live Nation’s financial results. Antitrust Litigation Live Nation is a defendant in three putative antitrust consumer class actions alleging violations of federal and state antitrust laws, among other causes of action. In Heckman, et al. v. Live Nation Entertainment, et al., filed in the Central District of California in January 2022, the District Court denied defendants’ motion to compel arbitration in August 2023. The Ninth Circuit affirmed the District Court’s ruling in October 2024. In January 2025, Live Nation filed a motion to dismiss the lawsuit, which was granted in part and denied in part in April 2025. A consumer class was certified in December 2025. Two other putative class actions were filed in the Southern District of New York in August and September 2024: In Re Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Antitrust Litigation, and Jacobson v. Live Nation Entertainment, Inc., et al. In June 2026, the court granted Live Nation’s motion to compel arbitration in both matters and stayed both cases pending the conclusion of those proceedings. In July 2026, the plaintiff in the Jacobson matter filed a motion for reconsideration of the Court’s order, which was denied in October 2026. In August 2026, the plaintiffs in the In Re Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Antitrust Litigation matter filed a writ of mandamus asking the Second Circuit to vacate the district court’s ruling. Live Nation believes it has substantial defenses to the claims alleged in these matters and will vigorously defend itself.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2026

(8) Commitments and Contingencies

Quint operates in many different jurisdictions globally that require revenue generating entities to comply with regulations including value-added tax and sales and use tax. In 2023, Quint identified exposure as it relates to certain jurisdictions whereby either Quint was not properly registered, or the historical compliance returns filed with the different jurisdictions were incomplete or inaccurate. Quint has recognized a total estimated liability for a probable loss of approximately $23,135 thousand as of September 30, 2026, $9,887 thousand of which is recorded in accrued liabilities, and $13,248 thousand is recorded in other long-term liabilities in the condensed consolidated balance sheets. Of the total $23,135 thousand liability, $19,893 thousand was recorded prior to the Company’s acquisition of Quint, and $103 thousand and $1,357 thousand was recognized as a benefit during the three months ended September 30, 2026 and 2025, respectively, and $249 thousand and $3,205 thousand was recognized as an expense during the nine months ended September 30, 2026 and 2025, respectively, within cost of revenue in the condensed consolidated statements of operations. As Quint continues to work to become compliant within these jurisdictions, additional exposure of taxes, interest and penalties is reasonably possible but Quint is currently unable to assess the ultimate outcome and is unable to reasonably estimate any range of additional loss in excess of the estimated liability it has currently recognized.

General Litigation

The Company has contingent liabilities at times related to legal and tax proceedings and other matters arising in the ordinary course of business other than those matters previously discussed. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying consolidated financial statements.

Live Nation - Department of Justice Complaint

In May 2024, the United States Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation Entertainment, Inc. and Ticketmaster in the United States District Court for the Southern District of New York 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. The United States filed an Amended Complaint in August 2024, adding ten additional states as plaintiffs. The Complaint requested various forms of relief 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, and other forms of relief. Twenty-five states also seek damages for their citizens allegedly caused by anticompetitive ticketing practices.

In the fall of 2025, Live Nation filed a motion for summary judgment. In February 2026, the Court granted the motion in part and denied the motion in part. In March 2026, the remaining claims proceeded to trial.

Early in the trial, Live Nation entered into a binding term sheet with the United States settling the lawsuit (the “DOJ Settlement”). The terms of the DOJ Settlement, which were made public on March 9, 2026, provide for injunctive and structural relief addressing all of the United States’ claims, and initially provided for a $280 million settlement fund to address damages and civil penalty claims by plaintiff states. In the ensuing weeks, six additional states (the“Settling States”) also settled their claims for the same injunctive relief and their shares of the settlement fund totaling approximately $18.6 million. The DOJ Settlement was subsequently formalized in a Proposed Final Judgment filed with the district court on June 12, 2026. Under the Tunney Act, the district court judge presiding over the matter must approve the settlement before it takes final effect, following a process prescribed by statute.

The remaining states and District of Columbia (the “Litigating States”) proceeded to trial. On April 15, 2026, the jury returned a verdict for the Litigating States on all claims that remained, including an award of damages measured on a per-ticket-sold basis, but without calculating the number of tickets to which the damages would be applied.

After the verdict, the Court ordered the parties to meet and confer to propose a schedule for subsequent phases of the litigation, including post-trial motions and a “remedies” phase in which the Litigating States will propose and the Court will assess equitable remedies the plaintiffs have sought, including among others those enumerated above, as well as civil penalties under certain state laws. In July 2026, the Court heard argument on Live Nation’s motions for judgment as a matter of law and for a new trial, through which Live Nation is seeking to overturn the jury verdict and address other legal and evidentiary issues. Those motions are still pending.

Live Nation believes the jury verdict and damages award are legally infirm in a number of respects, many of which it had raised in a pre-verdict motion for judgment as a matter of law. Live Nation raised those issues and others in post-trial motions at the district court. As needed and in due course, Live Nation intends to file an appeal to the U.S. Court of Appeals for the Second Circuit.

As a result of the damages verdict, Live Nation recognized $450 million for the nine months ended September 30, 2026, within selling, general and administrative expenses which represents its best estimate of the ultimate loss associated with the Settling States and the jury’s damages award. There can be no assurance that the Court will approve the DOJ Settlement with the United States and the Settling States or that Live Nation will be successful in challenging the verdict reached by the jury on the remaining claims brought by the Litigating States or otherwise settling those remaining claims. Accordingly, the continued defense and ultimate resolution of this matter could involve significant monetary costs or penalties and involve potential remedies or compliance requirements imposed by the Court which could adversely affect Live Nation’s ability to operate its business or have a materially adverse impact on Live Nation’s financial results.

Antitrust Litigation

Live Nation is a defendant in three putative antitrust consumer class actions alleging violations of federal and state antitrust laws, among other causes of action. In Heckman, et al. v. Live Nation Entertainment, et al., filed in the Central District of California in January 2022, the District Court denied defendants’ motion to compel arbitration in August 2023. The Ninth Circuit affirmed the District Court’s ruling in October 2024. In January 2025, Live Nation filed a motion to dismiss the lawsuit, which was granted in part and denied in part in April 2025. A consumer class was certified in December 2025.

Two other putative class actions were filed in the Southern District of New York in August and September 2024: In Re Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Antitrust Litigation, and Jacobson v. Live Nation Entertainment, Inc., et al. In June 2026, the court granted Live Nation’s motion to compel arbitration in both matters and stayed both cases pending the conclusion of those proceedings. In July 2026, the plaintiff in the Jacobson matter filed a motion for reconsideration of the Court’s order, which was denied in October 2026. In August 2026, the plaintiffs in the In Re Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Antitrust Litigation matter filed a writ of mandamus asking the Second Circuit to vacate the district court’s ruling. Live Nation believes it has substantial defenses to the claims alleged in these matters and will vigorously defend itself.