What changed in this filing

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Item 1. Business

2025-03-12 compared with 2024-03-08 · 203 added, 183 removed, 170 unchanged (69% of the section changed)

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Our mission is to empower and enable fans to Experience It Live .

We believe in the power of shared experiences to connect people with live events delivering some of life’s most exciting moments.

We believe in the power of shared experiences to connect people with live events that deliver some of life’s most exciting moments.

We are relentless about finding ways to make event discovery and ticket purchasing easy, exciting, and stress-free.

Our platform provides ticket buyers, sellers and partners with an easy-to-use, trusted marketplace experience, ensuring fans can attend live events and create new memories.

We operate a technology platform and marketplace that enables ticket buyers to easily discover and purchase tickets while enabling ticket sellers and partners to seamlessly manage their operations.

To generate ticket sales, drive traffic to our websites and mobile applications, and build brand recognition, we have mutually beneficial partnerships with media partners, product and service partners, distribution partners, content rights holders such as teams, leagues and venues, and supplier partners in Las Vegas.

Our platform provides ticket buyers, sellers, and partners with an easy-to-use and trusted marketplace experience, ensuring fans can attend live events and create new memories.

We operate a technology platform and marketplace that enables ticket buyers to easily discover and purchase tickets to live events and book hotel rooms and packages while enabling ticket sellers and partners to seamlessly manage their operations.

, sports teams, sports leagues, and event venues), and supplier partners in Las Vegas.

To attract and retain sellers and partners, we offer a variety of products and services that allow their businesses to thrive.

Our platform is built on years of transactional and engagement data that provides us with deep insights into how to best connect ticket buyers with the experiences they seek.

We understand the feeling of anticipation as the start of an event approaches and work diligently to enable fans to experience as many of these moments as possible.

We understand the feeling of anticipation as the start of an event approaches, and we work diligently to enable fans to experience as many of these moments as possible.

We seek to provide enriching customer engagement opportunities with personalized recommendations, engaging discovery options, a streamlined shopping experience, and a differentiated value proposition through competitively priced tickets and loyalty rewards.

Our Vivid Seats Rewards loyalty program allows enrolled ticket buyers on Vivid Seats branded properties to earn reward credits to spend on future orders and experience even more of their favorite events.

As a marketplace, our customer base includes ticket buyers, sellers and partners, as well as Vivid Picks daily fantasy sports users.

Recent Business Acquisitions

In November 2023, we acquired VDC Holdco, LLC, the indirect parent company of Vegas.com, LLC ("Vegas.com"), an online ticket marketplace for live event enthusiasts exploring Las Vegas.

As the local market authority, Vegas.com provides a comprehensive event inventory of shows, attractions and tours in Las Vegas, as well as an end-to-end travel shopping experience complete with flights and hotels.

In September 2023, we acquired WD Holdings Co., Ltd., the parent company of Wavedash Co., Ltd.

(“Wavedash”), an online ticket marketplace headquartered in Tokyo, Japan.

Wavedash is the market leader in the Japanese secondary ticketing market with a large and growing customer network supported by robust technology and compliance capabilities.

In December 2021, we acquired Betcha Sports, Inc.

(“Betcha”), a real money daily fantasy sports mobile application with social and gamification features.

In August 2022, we rebranded Betcha as Vivid Picks, LLC (“Vivid Picks”) and integrated the product into our ecosystem.

We leverage the natural overlap between sports fans who play fantasy and sports fans who buy tickets.

We also learn more about our customer preferences, and foster engagement between ticketing transactions.

Within the Vivid Picks application, users are able to place entries and engage socially, as well as browse, discover, and buy tickets to events.

Building on Vivid Picks' technology, we launched Game Center in 2023, with free-to-play games available directly in the Vivid Seats mobile application, where players can engage and win free event tickets.

Our rewards loyalty program (the “Vivid Seats Rewards Program”) allows enrolled ticket buyers on Vivid Seats-branded properties to earn reward credits to spend on future orders and experience even more of their favorite events.

We drive in-app engagement through the Vivid Seats game center (“Game Center”), where users can enter contests to win free tickets or promotional discounts.

As a marketplace, our customer base includes ticket buyers, sellers, and partners, as well as daily fantasy sports users.

Our Business Model

We operate our business in two segments, Marketplace and Resale.

In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners through which we earn revenue processing ticket sales from our Owned Properties, consisting of our websites and mobile applications, including Vivid Seats, Vegas.com and Wavedash, and from our Private Label Offering, which includes numerous distribution partners.

Our Marketplace segment also includes our Vivid Picks daily fantasy sports offering, where users partake in contests by making picks from a variety of sport and player matchups.

We operate our business in two segments:

Marketplace and Resale.

Marketplace Segment

In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners through which we earn revenue from processing ticket sales for live events and facilitating the booking of hotel rooms and packages on our websites and mobile applications (our “Owned Properties”), including:

• Vivid Seats;

• Vegas.com, LLC (“Vegas.com”), an online ticket marketplace for live event enthusiasts exploring shows, attractions, tours, flights, and hotels in Las Vegas, which we acquired in November 2023;

• Wavedash Co., Ltd.

(“Wavedash”), an online ticket marketplace headquartered in Tokyo, Japan, which we acquired in September 2023.

We also earn revenue processing ticket sales for numerous distribution partners (our “Private Label Offering”).

Our Owned Properties also include Vivid Picks, LLC (“Vivid Picks”), a real-money daily fantasy sports mobile application with social and gamification features, which we acquired in 2021.

Vivid Picks leverages the natural overlap between sports fans who play daily fantasy and sports fans who buy tickets, enabling us to learn more about customer preferences and fostering engagement between ticketing transactions.

Within the Vivid Picks mobile application, users can place entries and engage socially, as well as browse, discover, and buy tickets to events.

In 2023, we launched Game Center, which allows players to engage in free-to-play games and enter contests to win free event tickets and earn promotional codes for ticket purchases directly in the Vivid Seats mobile application.

The revenue we earn from Vivid Picks is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives.

Using our online platform, we facilitate customer payments, deposits and withdrawals, coordinate ticket deliveries, and provide customer service.

We do not hold ticket inventory in our Marketplace segment.

We primarily earn revenue from service and delivery fees charged to ticket buyers.

We also earn referral fee revenue by offering event ticket insurance to ticket buyers, using a third-party insurance provider.

The revenue we earn from our Vivid Picks daily fantasy sports offering is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives.

We primarily earn Marketplace segment revenue from service and delivery fees charged to ticket buyers.

We also earn referral fee revenue by offering event insurance to ticket buyers via a third-party insurance provider.

We incur costs for developing and maintaining our platform, providing back-office support and customer service, facilitating payments and deposits, and shipping non-electronic tickets.

We also incur substantial marketing costs, primarily related to online advertising.

A key component of our platform is Skybox, a proprietary enterprise resource planning (“ERP”) tool used by the majority of ticket sellers.

A key component of our platform is Skybox, a proprietary enterprise resource planning (“ERP”) tool that is used by the majority of ticket sellers.

Skybox is a free-to-use system that helps ticket sellers manage ticket inventories, adjust pricing, and fulfill orders across multiple ticket resale marketplaces.

Professional ticket sellers use an ERP to manage their operations, and Skybox is their most widely adopted ERP.

The tickets we sell through our Marketplace segment are diversified across event categories including sports, concerts and theater.

A diversified mix across these three major categories broadens our opportunities, limits exposure to any particular category and reduces seasonal variation in order volumes.

Professional ticket sellers use ERPs to manage their operations, and Skybox is their most widely adopted ERP.

The tickets we sell through our Marketplace segment are diversified across three major event categories:

concerts, sports, and theater.

A diversified mix across these categories broadens our opportunities, limits our exposure to any particular category, and reduces seasonal variation in order volumes.

Within each of these categories, there are a broad range of productions that provide further diversification:

Includes the four major professional leagues (MLB, NFL, NBA and NHL), college sports and a wide variety of other sporting activities such as soccer, racing and minor league baseball.

Includes musical acts across a broad range of genres touring across major venues, small venues, and music festivals.

Includes the four major professional leagues, consisting of Major League Baseball (the “ MLB ” ), the National Basketball Association, the National Football League, and the National Hockey League, college sports, women ’ s sports leagues, including the Women ’ s National Basketball Association and the National Women ’ s Soccer League, and a wide variety of other sporting activities such as soccer, racing, and minor league baseball.

Includes Broadway and off-Broadway plays and musicals, family entertainment events, other stage shows, comedy acts, and speaker series.

In our Resale segment, we acquire tickets to resell on secondary ticket marketplaces, including our own.

Our Resale segment also provides internal research and development support for Skybox and our ongoing efforts to deliver industry-leading seller software and tools.

Resale Segment

In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own.

Our Resale segment also provides internal research and development support for Skybox and supplements our ongoing efforts to deliver industry-leading seller software and tools.

Our Growth Strategies

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We will continue to hone our performance marketing algorithms, refine our strategies for other marketing channels, and invest to acquire new customers where we identify positive lifetime value.

We believe our Vegas.com property is one such alternative and profitable

customer acquisition channel;

as millions of live event enthusiasts travel to Las Vegas and transact on Vegas.com, we anticipate a nationwide awareness benefit as tourists return to their home markets with greater awareness of and affinity for Vivid Seats.

Our Vegas.com subsidiary is one such alternative whereby we convert profitable Vegas.com customers to Vivid Seats customers upon return to their home markets.

Increase Brand Awareness and Affinity

Across our brands, we want to be the go-to ticketing marketplace for buyers and sellers when searching for, purchasing, and selling event tickets.

We seek to offer the best value to ticket buyers and sellers in the secondary ticketing market and want to amplify our message to maximize awareness of what differentiates our offerings.

We seek to offer the best value to ticket buyers and sellers in the secondary ticketing market, and we want to efficiently amplify our message to maximize awareness of what differentiates our offerings.

We differentiate ourselves from competitors by offering an extensive breadth and depth of ticket listings at a competitive value.

Our Vivid Seats Rewards loyalty program allows enrolled Vivid Seats ticket buyers to earn reward credits to spend on future orders, enhancing our value proposition, and surprises and delights these buyers with other perks and upgrades.

Our brand campaigns connect Vivid Seats with the number 11 and drive awareness of the key tenet of Vivid Seats Rewards loyalty — the free 11 th ticket.

We offer a reliable and secure experience for our buyers by providing them with award-winning customer service and a 100% buyer guarantee.

This guarantee provides full-service customer care, safe and secure transactions and valid tickets, which are delivered before the event.

Since live event tickets are often a significant purchase, our ticket buyers receive compensation for late delivery of tickets and cancelled events.

The more customers understand our value proposition, appreciate that we are a trusted marketplace, develop an affinity for our brand and interact with our platform, the more transactions we expect to complete.

The Vivid Seats Rewards Program allows enrolled Vivid Seats ticket buyers to earn reward credits to spend on future orders and surprises and delights these buyers with other perks and upgrades, further enhancing our value proposition.

Our brand campaigns drive awareness of the key tenet of the Vivid Seats Rewards Program — the free 11 th ticket.

We offer a reliable and secure experience for our buyers by providing them with award-winning customer service and a 100% buyer guarantee that provides full-service customer care, safe and secure transactions, and valid tickets that are delivered before the event.

Since live event tickets are often a significant purchase, our buyers receive compensation for late ticket deliveries and/or cancelled events.

The more that customers understand our value proposition, appreciate that we are a trusted marketplace, develop an affinity for our brand and interact with our platform, the more transactions we expect to complete.

Increase Customer Retention

Once customers transact with us, many return and complete additional transactions.

We seek to increase both the number and frequency of these repeat customer visits and transactions by having ticket buyers view us as their ticketing platform of choice.

The combination of our Vivid Seats Rewards loyalty program, increasing brand awareness and ongoing product improvements will drive a more personalized and engaging experience and will result in greater affinity towards our marketplace.

As ticket buyers gain a full appreciation of our value proposition relative to other ticketing marketplaces, we anticipate they will increasingly choose us over other marketplaces and make purchases more frequently.

Once customers transact with us, many return to make additional purchases.

We seek to increase both the number and frequency of these repeat transactions by having buyers view us as their ticketing platform of choice.

The combination of the Vivid Seats Rewards Program, increasing brand awareness, and ongoing product improvements will drive a more personalized and engaging experience and result in greater affinity towards our marketplace.

As buyers gain an appreciation of our value proposition relative to other ticketing marketplaces, we anticipate they will increasingly choose us over other marketplaces and make more frequent purchases.

We typically incur lower marketing costs from repeat customers that go directly to our websites and mobile applications to browse and place orders.

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We provide a broad selection of competitively priced tickets and personalized recommendations, blog content, and industry news.

With the launch of Game Center in July 2023, fans can engage in free-to-play games directly in the Vivid Seats mobile application, earn tokens towards Game Center rewards such as promo codes and earn entries in weekly drawings for free tickets.

Additionally, Vivid Picks provides an adjacent opportunity for our sports fans to partake in a fun, interactive gamification experience where they can play and win real money.

In 2023, we launched Game Center, where fans can engage in free-to-play games directly in the Vivid Seats mobile application, earn tokens towards Game Center rewards, and earn entries for free tickets.

Additionally, Vivid Picks provides an adjacent opportunity for sports fans to partake in a fun, interactive gamification experience where they can play and win real money.

Develop Additional Seller Tools and Services

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Our proprietary Skybox platform helps ticket sellers manage their inventory, set pricing, fulfill orders, and track sales.

We have a proud history of innovating to support ticket sellers and continue to develop additional tools and service offerings that address existing problems or add efficiency to the sales and fulfillment process.

We have a proud history of innovating to support ticket sellers, and we will continue to develop additional tools and service offerings that address existing problems and/or add efficiency to the sales and fulfillment process.

As we increase the quality and depth of our seller tools and service offerings, we will attract additional sellers and listings to our platform, reinforce our existing seller relationships, and help sellers improve the efficiency of their business processes.

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• Media Partners .

We partner with well-known media companies to integrate our branding, promotions and links to allow their users to access and purchase tickets from us.

We partner with well-known media companies to integrate our branding, promotions, and links to allow their customers to access and purchase tickets on our marketplace.

By working with media partners, we broaden our reach and cultivate brand awareness with high-value live event fans.

We also enhance their users' experiences by providing a wide variety of tickets at competitive prices.

Our partnership with ESPN, for example, exposes our tickets sellers’ inventory to new audiences with high interest in attending a variety of live sporting events.

We also enhance their customers’ experiences by providing a wide variety of tickets at competitive prices.

For example, our partnership with the Entertainment and Sports Programming Network (“ESPN”) exposes our ticket sellers’ inventory to new audiences with a high interest in attending a variety of live sporting events.

• Product and Service Partners .

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• Content Rights Holders .

Partnerships with teams, leagues and venues provide us with certain marketing or advertising rights in exchange for a monetary commitment.

Such marketing rights often include exclusive experiences for our buyers such as throwing the first pitch at a Colorado Rockies game.

We also typically receive ticket allotments, or the right to purchase tickets, from these partners to partially offset related marketing expense.

Partnerships with sports teams, sports leagues, and event venues provide us with certain marketing and advertising rights, which often include exclusive experiences ( e.g.

, guaranteed jumbotron time) for our ticket buyers.

We also typically receive ticket allotments, or the right to purchase tickets, from these partners to partially offset related marketing expenses.

• Supplier Partners.

Our Vegas.com property serves as a key distribution partner for leading entertainment and hospitality brands in Las Vegas, including show producers, hotel and entertainment companies, and attraction and tour companies.

We will continue to seek out mutually beneficial partnerships in our existing ecosystem and other categories that improve our customers’ experience while leveraging our existing brand, traffic and reputation.

Our Vegas.com subsidiary serves as a key distribution partner for leading entertainment and hospitality brands in Las Vegas, including show producers, hotel and entertainment companies, and attraction and tour companies.

We will continue to seek out mutually beneficial partnerships in our existing ecosystem and related categories that improve our customers’ experience while leveraging our brand, traffic, and reputation.

Modern Technology That Delivers a Seamless Experience

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Customers can search for an event, buy or sell a ticket, engage with curated content, and contact customer support.

Our technology mission is to continually innovate and deliver market-leading products and services that support the evolving needs and preferences of ticket buyers, sellers and partners, as well as Vivid Picks daily fantasy sports users.

Our scalable, reliable and performant systems power a consumer and partner-facing platform that supports ticket buyers while our tools power inventory management and ticket fulfillment for ticket sellers and partners.

Our technology mission is to continually innovate and deliver market-leading products and services that support the evolving needs and preferences of ticket buyers, sellers, and partners, as well as Vivid Picks users.

Our scalable, reliable, and performant systems power a consumer-facing platform that supports ticket buyers with ticket procurement while our dynamic tools power a partner-facing platform that supports ticket sellers and partners with ticket fulfillment and inventory management.

Buyer Technology and Products

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We seek opportunities to create engaging and delightful experiences through a wide range of event ticket listings, relevant content, curated recommendations, and a seamless checkout process.

We power that experience through a host of technology systems that consider historical transactional and engagement behavior, proximity and ticket buyer preferences.

We leverage the latest technologies in search, customer relationship management and data analytics and incorporate these capabilities into our advanced and flexible infrastructure.

We power these experiences through a host of technology systems that consider historical transactional and engagement behavior, proximity, and ticket buyer preferences.

We leverage the latest technologies in search engine optimization, customer relationship management, and data analytics, all of which are incorporated into our advanced and flexible infrastructure.

Seller Technology and Products

Skybox, our premier ERP, enables ticket sellers to manage, price and fulfill their inventory.

Our Skybox ERP enables ticket sellers to manage, price, and fulfill their inventory.

Utilizing a cloud-based technology infrastructure and a web-based application interface, Skybox serves as an asset to the entire ticket seller ecosystem.

We invest in building capabilities that serve the needs of small, medium and large ticket sellers alike, including offering free integrations to other inventory distribution channels and third-party tools.

Skybox allows ticket sellers to more effectively move their inventory, which in turn helps to increase the number of orders transacted in our marketplace.

We invest in building capabilities that serve the needs of small, medium, and large ticket sellers, including offering free integrations to other inventory distribution channels and third-party tools.

Skybox allows ticket sellers to more effectively move their inventory, which in turn helps to increase the number of transactions on our marketplaces.

In December 2024, we launched a powerful, subscription-based add-on to Skybox (“Skybox Drive”), which enables ticket sellers to dynamically adjust their ticket prices based on demand via access to real-time market data and other proprietary information.

Partner Technology and Products

Our platform allows distribution and supplier partners to bring additional ticket buyer demand into our ecosystem.

Distribution partners can integrate our event feeds and ticket listings into their online properties through application programming interfaces (“APIs”) or fully-managed websites.

We also provide turn-key checkout, customer service and fulfillment.

This offering increases the number of ticket buyers and sellers accessing our platform, allowing us to leverage our scale to drive operational and marketplace efficiencies while enabling our partners to offer additional products to their customers.

For our Vegas.com supplier partners, we provide a full suite of technology and services including an efficient marketing channel for customer acquisition, a proprietary real-time inventory management platform, customer service, and tools to inform about demand and price elasticity.

Distribution partners can integrate our event feeds and ticket listings into their online properties through application programming interfaces (“APIs”) and/or fully managed websites.

We also provide turn-key checkout, customer service, and fulfillment services.

This offering increases the number of ticket buyers and sellers that can access our platform, allowing us to leverage our scale to drive operational and marketplace efficiencies while enabling our partners to offer additional products to their customers.

We provide our Vegas.com supplier partners with a full suite of technology and services, including an efficient marketing channel for customer acquisition, a proprietary real-time inventory management platform, enhanced customer service, and tools that provide information about demand and price elasticity.

Technology Infrastructure

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We can integrate with new partners, target new customer channels, access new supply bases, and connect with complementary technologies.

In 2024, we developed further capabilities to display currencies other than the U.S.

dollar in order to serve customers located in new geographies.

We have scalable and reliable systems.

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Each individual component of our architecture is independent.

We can innovate quickly, increase development velocity and leverage new development technologies available in the market.

We can innovate quickly, increase development velocity, and leverage new development technologies that are available in the market.

We can also scale our platform to meet changing levels of ticket buyer demand and evolving ticket seller and partner needs.

Third-Party Developers

Third-Party Integrations

Our APIs allow a broad ecosystem of third-party tools and systems to integrate with our platform.

Third-party tools integrate with our marketplace ticket broker API and ticket broker portal to streamline and automate the sales and fulfillment process.

Our Skybox ERP integrates with numerous third-party automation and workflow management solutions.

Ticket sellers can thus leverage other applications and functions to support the specific needs of their business.

Third-party tools integrate with our marketplace ticket broker API and portal to streamline and automate the sales and fulfillment process.

Skybox and Skybox Drive integrate with numerous third-party automation and workflow management solutions, allowing ticket sellers to leverage other applications and functions to support their specific business needs.

Our passion and excitement for live events drives us to provide memorable experiences and services to our customers and partners.

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• We Enhance Communities.

We invest in our communities.

We are united in raising awareness around causes close to our hearts and are passionate about giving back.

We are proud to partner with national and local community organizations – including Make-A-Wish, MusiCares, Chicago’s Lurie Children’s Hospital and Ronald McDonald House Charities – where our employees have provided care packages, donated wish list gifts, and hosted patients and families at live events.

We and our ticket buyers have been proud to support the efforts of MusiCares, the Recording Academy’s charity, to support and enrich the music community, including by helping music industry professionals impacted by the COVID-19 pandemic and natural disasters.

Vivid Cheers, our charitable foundation, and Make-A-Wish, the global organization responsible for creating life-changing wishes for children with critical illnesses, have been granting wishes, and helping to share once-in-a-lifetime experiences with children and families in their time of need, since the launch of the partnership in 2022.

Live events are all about showing up, and so is giving.

We invest in our communities across Chicago, Dallas, and Toronto through providing donations and performing volunteer work that supports healthcare, education, the arts and technology communities, and more.

We are also proud to partner with national and local community organizations, including Make-A-Wish, MusiCares, and Chicago’s Lurie Children’s Hospital.

Through Vivid Cheers, our charitable foundation, we have helped support and enrich the music community, satisfy life-changing wishes for children with critical illnesses, and share once-in-a-lifetime experiences with those in need.

Employees and Human Capital

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Offering employees an engaging and positive work environment contributes to both their and our success.

In 2023, we were proud to be named to Built In Chicago’s Best Places to Work and Chicago Innovation Awards lists.

In 2024, for the third consecutive year, we were proud to be recognized by Built In’s Best Places to Work Awards for the culture that we have built and the benefits that we offer, which included earning the following six placements:

• United States Best Places to Work;

• United States Best Midsize Places to Work;

• Chicago, IL Best Places to Work;

• Chicago, IL Best Midsize Places to Work;

• Dallas, TX Best Places to Work;

• Dallas, TX Best Midsize Places to Work.

We were also included in Fast Company’s List of the World’s Most Innovative Companies of 2024, a recognition that shines a spotlight on businesses that are shaping industry and culture through their innovations.

Our talented employees give us a competitive advantage.

To support our employees, we have built and strive to maintain a company culture that empowers them to embrace challenges, collaborate freely and seek to constantly evolve.

We are committed to fostering an environment that is inclusive and welcoming to a diversity of backgrounds, experiences and thoughts as a means toward achieving employee engagement, empowerment, innovation and good decision-making, and we seek to hire talented, dedicated and diverse team members.

As of December 31, 2023, we had 768 employees, most of whom are based at one of our five office locations in Chicago, Illinois;

To support our workforce, we have built, and strive to maintain, a company culture that empowers our employees to embrace challenges, collaborate freely, and seek to constantly evolve.

We are committed to fostering an environment that is inclusive and welcoming to a diversity of backgrounds, experiences, and thoughts as a means toward achieving employee engagement, empowerment, innovation, and good decision-making.

In addition, we seek to hire talented, dedicated, and diverse team members.

As of December 31, 2024, we had 768 full-time employees, most of whom were based at one of our five office locations in Chicago, Illinois;

Coppell, Texas;

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and Tokyo, Japan.

The main objectives of our human capital resources are identifying, attracting, hiring, integrating, developing, motivating and retaining our existing and new employees to create teams that are driven towards the common goal of achieving consistently strong results.

The main objectives of our human capital resources are identifying, attracting, hiring, integrating, developing, motivating, and retaining employees to create teams that are driven towards the common goal of achieving consistently strong results.

Our talent management team identifies key positions based on current and future business strategies and creates robust programs for talent development, including evaluating bench strength, building redundancy, and identifying potential successors.

In addition to providing an engaging work environment, we provide a robust assortment of benefits including healthcare and retirement programs, flexible paid time off, paid parental leave, wellness programs, in-office working perks, and ticket discounts.

Our business faces significant competition from other primary and secondary ticketing service providers to acquire new and retain existing ticket buyers, sellers and partners.

Our main competitive factors are:

In addition to providing an engaging work environment, we provide a robust assortment of employee benefits, including healthcare and retirement programs, flexible paid time off, paid parental leave, dependent care, wellness programs, in-office working perks, and ticket discounts.

Our business faces significant competition from other primary and secondary ticketing service providers for the acquisition and retention of ticket buyers, sellers, and partners.

Our main competitive factors include:

• The availability and variety of ticket offerings;

• Pricing, including in the primary ticket market;

• acquiring customer traffic by way of internet search engines impacting customer acquisition and marketing costs;

• brand recognition;

• Acquiring customer traffic by way of internet search engines, which impacts customer acquisition and marketing costs;

• Brand recognition and loyalty;

• Technology, including functionality and ease of use to search for offerings and complete a purchase.

We have several competitive advantages that enable us to maintain and grow our position as a leading ticket provider.

• wide selection of listings and ticketing options;

Our main competitive advantages include:

• A wide selection of listings and ticketing options;

• Competitive pricing;

• Vivid Seats Rewards, the most comprehensive loyalty program among our key competitors;

• full-service marketplace with excellent customer service;

• The Vivid Seats Rewards Program, which is the most comprehensive loyalty program among our key competitors;

• A full-service marketplace with excellent customer service;

• Proprietary performance marketing algorithms supported by real-time first-party data;

• local market authority and key supplier partnerships for our Vegas.com property;

• scale, profitable unit economics and a strong balance sheet;

• close relationships with, and excellent customer service provided to, professional ticket sellers;

• free-to-use Skybox ERP for professional ticket sellers, the most widely adopted ERP in the industry.

Our key competitors are StubHub, Ticketmaster, SeatGeek and TicketNetwork.

With our Vivid Picks daily fantasy sports offering, we face a highly competitive gaming market, including other free-to-play and real money online gaming and daily fantasy sports providers.

We provide a differentiated product and experience to users with an easy-to-use app with simple player props.

The app is enhanced by social and gamification features, the opportunity to play and win real money and the availability to purchase tickets directly in the app.

• An engaging in-app experience with Game Center;

• Local market authority and key supplier partnerships for our Vegas.com subsidiary;

• Scalability, profitable unit economics, and a strong balance sheet;

• Close relationships with, and excellent customer service and products provided to, professional ticket sellers including our free-to-use Skybox ERP, the most widely adopted ERP in the industry.

Our primary competitors are StubHub, Ticketmaster, SeatGeek, and TicketNetwork.

Vivid Picks faces a highly competitive gaming market, including competition from other free-to-play and real-money online gaming and daily fantasy sports providers.

We provide a differentiated product and experience to users via our easy-to-use mobile application that allows users to predict how their selected athletes will perform compared to projections.

The mobile application is enhanced by social and gamification features, the opportunity to play and win real money, and the availability to purchase tickets directly in the app.

We also face competition from other avenues for entertainment.

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Government Regulation

Government regulation impacts key aspects of our business.

Applicable federal, state, local and international laws and regulations involve areas such as privacy, data protection, intellectual property, competition, consumer protection, ticketing, payments, export taxation, anti-bribery, anti-corruption, anti-money laundering, fantasy sports and sports gaming.

For example, privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data is an area that is increasingly subject to federal, state and international legislation and regulations with which we must comply.

These include, but are not limited to, the California Consumer Privacy Act, the Canadian Personal Information Protection and Electronic Documents Act and the Japanese Act on the Protection of Personal Information Act No.

From time to time, federal, state, local and international authorities and/or individuals commence investigations, inquiries or litigation with respect to our compliance with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws, particularly as related to ticket resale services.

Some jurisdictions prohibit the resale of event tickets at prices above the face value of the tickets or at all, or highly regulate the resale of tickets.

New laws and regulations or changes to existing laws and regulations could limit or inhibit our ability to operate, or the ability of ticket buyers, sellers and our partners to continue to use, our ticket marketplace.

For example, New York recently amended its Arts and Cultural Affairs Law to require additional disclosures by ticket marketplaces and restrict a ticket marketplace’s ability to charge fees for the e-delivery of tickets.

As a result of the COVID-19 pandemic, we experienced a high volume of events that were rescheduled, postponed and/or cancelled (particularly in 2020 and 2021) and made certain changes to our refund practices.

have restored our refund policies to be consistent with our policies pre-pandemic, such changes to our refund practices have drawn the attention of, and inquiry from, various attorneys general and other regulators.

We are subject to laws and regulations that affect companies conducting business on the internet in many jurisdictions where we operate.

With the continued state adoption of internet sales tax and marketplace facilitator laws, more buyers across the United States will encounter sales tax on our platform in the future.

Tax collection responsibility and the additional costs associated with complex sales and use tax collection, remittance and audit requirements could create additional burdens for ticket buyers, sellers and partners.

Federal, state, local, and international laws and regulations govern several key areas of our business, including anti-bribery, anti-corruption, anti-money laundering, competition, consumer protection, data protection, export taxation, fantasy sports, intellectual property, payments, privacy, sports gaming, and ticketing.

For example, privacy and the processing of personal data and other sensitive information is increasingly subject to legislation and regulations with which we must comply.

These include, but are not limited to, the California Consumer Privacy Act (the “CCPA”), the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”), and the Japanese Act on the Protection of Personal Information Act No.

57 of 2003 (the “APPI”).

From time to time, governmental authorities and/or certain individuals commence investigations, inquiries, litigation, or other

proceedings with respect to our compliance with applicable consumer protection, advertising, unfair business practice, antitrust, and other laws, particularly as it relates to ticket resale services.

In addition, some jurisdictions prohibit the resale of event tickets at prices above their face value, or at all, or otherwise highly regulate ticket resale ( e.g.

, requiring certain disclosures).

The promulgation of new laws and regulations and/or changes to existing laws and regulations or their interpretation, could restrict or inhibit our ability to operate and could restrict or inhibit the ability of ticket buyers, sellers, and partners to continue to use our ticket marketplace.

We are also subject to laws and regulations that affect companies conducting business on the internet in many jurisdictions where we operate.

With the continued adoption of internet sales tax and marketplace facilitator laws by U.S.

states, more U.S.

buyers will encounter sales tax on our platform in the future.

The additional responsibilities and costs associated with complex tax collection, remittance, and audit requirements could create additional burdens for ticket buyers, sellers, and partners.

Many of the laws and regulations to which we are subject are still evolving and being tested in courts and could be interpreted in ways that could harm our business.

In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate.

Compliance with these laws, regulations, and similar requirements may be complex, costly and difficult to implement, and variances and inconsistencies across jurisdictions may further increase the costs of compliance and doing business.

In addition, their application and interpretation are often uncertain, particularly in the rapidly evolving industry in which we operate.

Compliance with these laws, regulations, and similar requirements may be complex, costly, and challenging, and variances and inconsistencies across jurisdictions may further increase the costs of compliance and doing business.

Intellectual Property

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We seek to protect our intellectual property through a combination of trademarks, patents, domain names, copyrights, and trade secrets.

We further seek to protect our intellectual property through contractual provisions with employees, customers, suppliers, partners, affiliates and others, including, but not limited to, employee confidentiality and intellectual property assignment agreements, and commercial contracts that protect our intellectual property and confidential information.

We further seek to protect our intellectual property through contractual provisions with employees, customers, suppliers, partners, affiliates, and others, including, but not limited to, employee confidentiality agreements, intellectual property assignment agreements, and commercial contracts that protect our intellectual property and confidential information.

Our financial results can be impacted by seasonality.

Typically, we experience slightly increased activity in the fourth quarter when all major sports leagues are in season and there is an increase in order volume for theater events during the holiday season and concert on-sales for the following year.

Typically, we experience slightly increased activity in the fourth quarter when all major sports leagues are in season, concert on-sales begin for the following year, and theater event orders increase during the holiday season.

Corporate Information

Vivid Seats was founded in 2001, and in 2004, we launched our website, www.vividseats.com .

In 2010, we launched our marketplace platform, which we scaled rapidly while we developed and refined our proprietary systems to enable us to best serve our customers.

In 2014, we launched Skybox, a free-to-use cloud-based ERP tool for sellers to manage their businesses, and first deployed our mobile application in 2015 to capture the increasing volume of tickets purchased through mobile channels.

In 2019, we launched our Vivid Seats Rewards loyalty program, and have since focused on building long-term customer value through brand affinity and a differentiated value proposition.

In March of 2021, Vivid Seats Inc.

was incorporated in Delaware for the purpose of completing the transactions contemplated by the transaction agreement, dated April 21, 2021 (the “Transaction Agreement”), among Vivid Seats Inc., Horizon Acquisition Corporation, a publicly traded special purpose acquisition company (“Horizon”), Horizon Sponsor, LLC, a Delaware limited liability company (“Horizon Sponsor”), Hoya Intermediate, LLC, a Delaware limited liability company (“Hoya Intermediate"), and Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”).

In October 2021, as contemplated by the Transaction Agreement, Horizon merged with us (the “Merger Transaction”), upon which the separate corporate existence of Horizon ended and we remained as the surviving entity.

At the same time, we became a publicly traded company listed on the Nasdaq Global Select Market (“Nasdaq”) with our Class A common stock trading under the symbol "SEAT" and our warrants trading under the symbol "SEATW."

Vivid Seats was founded in 2001.

In 2004, we launched our website, www.vividseats.com .

In 2010, we launched our marketplace platform, which we scaled rapidly while developing and refining our proprietary systems to enable us to best serve our customers.

In 2014, we launched our free-to-use, cloud-based Skybox ERP tool for ticket sellers to manage their businesses.

In 2015, we deployed our mobile application to capture the increasing volume of tickets purchased through mobile channels.

In 2019, we launched the Vivid Seats Rewards Program, and have since focused on building long-term customer value through brand affinity and a differentiated value proposition.

In December 2024, we launched Skybox Drive for ticket sellers to optimize their pricing strategies.

In March 2021, Vivid Seats Inc.

In October 2021, as contemplated by the Transaction Agreement, Horizon merged with and into Vivid Seats Inc.

(the “Merger Transaction”) and we became a publicly traded company.

Our Class A common stock and warrants are listed on the Nasdaq Global Select Market (the “Nasdaq”) under the trading symbols “SEAT” and “SEATW,” respectively.

Available Information

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This information is available on the SEC’s website, www.sec.gov .

We also use our Investor Relations website, investors.vividseats.com , as a means for disclosing information to investors, some of which may be material and previously non-public.

We make available free of charge on our Investor Relations

website a variety of information for investors, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

We also use our

investor relations website, investors.vividseats.com , as a means for disclosing information to investors, some of which may be material and previously non-public.

We make available free of charge on our investor relations website a variety of information for investors, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after such information is filed with or furnished to the SEC.

Website addresses included in this Report are for convenience only.

Information contained on or accessible through such website addresses is not incorporated by reference in, and does not constitute part of, this Report.

Information About Our Directors

Information about each member of our Board of Directors (our “Board”) as of December 31, 2024 is set forth below.

Board Committees

Nominating and Corporate

Director Since

Nominating and Corporate Governance

Mark Anderson

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Martin Taylor

Stanley Chia.

Chia has served as our Chief Executive Officer and as a member of our Board since joining Vivid Seats in 2018.

Chia has served as our Chief Executive Officer (“CEO”) and as a member of our Board since joining Vivid Seats in 2018.

From 2015 to 2018, he served as Chief Operating Officer at Grubhub Inc., an online and mobile takeout marketplace for restaurant orders.

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Chia also served as an Armored Infantry Platoon Commander in the Singapore Armed Forces.

Anderson joined GTCR LLC, a private equity firm, in 2000 and is currently a Managing Director.

Anderson also serves on the boards of directors of Gogo Inc.

GOGO), where he is a member of the nominating and corporate governance committee, CommerceHub, Jet Support Services, Inc., Lexipol and Point Broadband.

Mark Anderson

Anderson joined GTCR LLC, a private equity firm (“GTCR”), in 2000 and is currently a Managing Director and Head of the Technology, Media, and Telecommunications group.

Prior to that, he worked at Gracie Capital and Bowles Hollowell Conner & Co.

Anderson also serves on the boards of directors of several GTCR portfolio companies, including Gogo Inc.

GOGO), where he is a member of the nominating and corporate governance committee, Cloudbreak, Rithum, Jet Support Services, Inc., Lexipol, Once For All, and Point Broadband.

Anderson is a graduate of the University of Virginia and Harvard Business School.

Boehly co-founded Eldridge Industries, LLC, a holding company with a unique network of businesses across finance, technology, real estate and entertainment, in 2015 and has since served as its Chairman and Executive Officer.

He has also served as Chief Executive Officer, Chief Financial Officer and director at Horizon Acquisition Corporation II since August 2020 and at Horizon Acquisition Corporation III since November 2020.

Boehly served as Horizon Acquisition Corporation’s Chief Executive Officer and director from June 2020 to October 2021 and Chief Financial Officer and Chairman from July 2020 to October 2021.

From 2002 to 2015, he worked at Guggenheim Partners, most recently as President.

Boehly also serves on the boards of directors of Kennedy-Wilson Holdings (NYSE:

KW), the Los Angeles Lakers, Flexjet, PayActiv, CAIS and Cain International.

Boehly is a graduate of the College of William & Mary and studied at the London School of Economics.

Boehly co-founded Eldridge Industries, LLC, which employs more than 5,000 people and together with its affiliates has made investments in over 100 operating businesses across finance, technology, real estate, and entertainment, in 2015 and has since served as its Chairman and CEO.

He is also the Chairman, owner, and director of Chelsea Football Club and an owner of the Los Angeles Dodgers, the Los Angeles Lakers, the Los Angeles Sparks, and Cloud9.

From 2002 to 2015, Mr.

Boehly served at Guggenheim Partners, most recently as President, and founded its credit business.

He also previously served as CEO, Chief Financial Officer (“CFO”), and director at Horizon from June 2020 to October 2021, Horizon Acquisition Corporation II from August 2020 to May 2023, and Horizon Acquisition Corporation III from November 2020 to May 2023.

Boehly also serves on the boards of directors of Kennedy-Wilson Holdings, Inc.

KW), where he is a member of the capital markets committee, the Los Angeles Lakers, Flexjet, PayActiv, CAIS, and Cain International.

He formerly served on the boards of directors of Truebill, Inc.,

which was sold to Rocket Mortgage, LLC, and DraftKings Inc.

Boehly is a graduate of The College of William & Mary, where he later founded the Boehly Center for Excellence in Finance, and studied at the London School of Economics.

Jane DeFlorio

DeFlorio served as Managing Director of Retail and Consumer Sector Investment Banking Coverage at Deutsche Bank AG from 2007 to 2013.

From 2002 to 2007, she was an Executive Director in the Investment Banking Consumer and Retail Group at UBS Investment Bank.

DeFlorio also serves on the boards of directors of SITE Centers Corp.

SITC), where she is chair of the audit committee and a member of the compensation and pricing committees, Parsons School of Design and the Museum at Fashion Institute of Technology.

DeFlorio also serves on the board of trustees of The New School University in New York City, where she is chair

of the audit and risk committee, and previously served on the board of directors of Perry Ellis International.

DeFlorio served as Managing Director of Retail and Consumer Sector Investment Banking Coverage at Deutsche Bank AG (NYSE:

DB) from 2007 to 2013.

From 2002 to 2007, she was an Executive Director in the Investment Banking Consumer and Retail Group at UBS Group AG (NYSE:

DeFlorio also serves on the boards of directors of Curbline Properties Corp.

CURB), where she is chair of the audit committee and a member of the compensation committee, the Parsons School of Design, and the Museum at Fashion Institute of Technology, as well as the board of trustees of The New School University in New York City, where she is chair of the audit and risk committee and a member of the governance committee.

She also serves on the Advisory Council for the School of Engineering at the University of Notre Dame.

DeFlorio previously served on the boards of directors of SITE Centers Corp.

SITE) and Perry Ellis International.

DeFlorio is a graduate of the University of Notre Dame and Harvard Business School.

Craig Dixon .

Dixon is the Co-Founder and Co-Chief Executive Officer of The St.

Dixon is the Co-Founder and Co-CEO of The St.

James, a leading developer and operator of premium performance, wellness, and lifestyle brands, technology experiences, and destinations.

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District Court for the Eastern District of Virginia.

He is also a member of the board of trustees of Episcopal High School.

He also serves on the board of trustees of Episcopal High School.

Dixon is a graduate of the College of William & Mary and William & Mary School of Law.

David Donnini

Donnini joined GTCR LLC, a private equity firm, in 1991 and is currently a Managing Director.

Prior to joining GTCR, he worked at Bain & Company.

Donnini also serves on the boards of directors of AssuredPartners, Consumer Cellular, Park Place Technologies, Kick Health, Everon, ITEL, Senske Lawn Care and Sotera (NYSE:

SHC), where he serves on the nominating and corporate governance committee.

Donnini joined GTCR in 1991 and is currently a Managing Director and Head of the Business and Consumer Services group.

Prior to that, he worked at Bain & Company.

Donnini also serves on the boards of directors of several GTCR portfolio companies, including Consumer Cellular, Inc., Everon, LLC, itel Laboratories, Inc., Park Place Technologies, PPC Flex Company Inc., and Senske, Inc.

He previously served on the boards of directors of AssuredPartners and Sotera Health Company (Nasdaq:

Donnini is a graduate of Yale University and the Stanford Graduate School of Business.

Ehrhart joined GTCR LLC, a private equity firm, in 2012 and is currently a Principal.

Prior to joining GTCR, he was an Analyst in the Financial Institutions group at Credit Suisse.

Ehrhart also serves on the boards of directors of AssuredPartners, Consumer Cellular, Global Claims Services, Park Place Technologies, PPC Flexible Packaging and Senske Services.

Ehrhart is a graduate of Georgetown University.

Julie Masino .

Masino has served as President, Chief Executive Officer and director at Cracker Barrel Old Country Store, Inc.

CBRL) since November 2023 after having served as Chief Executive Officer-Elect since August 2023.

Masino has served as President, CEO, and director at Cracker Barrel Old Country Store, Inc.

CBRL), a restaurant and retail concept with locations throughout the United States, since November 2023 after having served as CEO-Elect since August 2023.

She served as President, International at Taco Bell, a subsidiary of Yum!

YUM), from January 2020 to June 2023 and as President, North America at Taco Bell from 2018 to December 2019.

YUM), from January 2020 to June 2023 and as President, North America at Taco Bell from 2018 to 2019.

Masino previously held senior positions at Mattel, Inc.

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Masino is a graduate of Miami University.

Stewart joined Google LLC, a subsidiary of Alphabet Inc.

GOOG), a multinational technology company, in 2006 and currently serves as Vice President — Consumer, Government, and Entertainment.

Prior to that, he served in various management roles at Screenvision, LLC, Discovery Communications, LLC, and Univision Communications, Inc.

Stewart is a graduate of the University of Southern California.

Martin Taylor

Taylor joined Vista Equity Partners, a private equity firm, in 2006 and is currently a Senior Managing Director.

Prior to joining Vista Equity Partners, he spent more than 13 years at Microsoft Corporation, including in roles managing corporate strategy, sales, product marketing and segment focused teams in North and Latin America.

Prior to that, he spent more than 13 years at Microsoft Corporation (Nasdaq:

MSFT), including in roles managing corporate strategy, sales, product marketing, and segment-focused teams in North and Latin America.

Taylor also serves on the boards of directors of Jamf Holding Corp.

JAMF), where he serves on the compensation and nominating committee, and Integral Ad Science (Nasdaq:

IAS), where he serves on the compensation and nominating and committee.

JAMF), where he is a member of the compensation and nominating committee, and Integral Ad Science Holding Corp.

IAS), where he is a member of the compensation and nominating and committee.

He previously served on the board of directors of Ping Identity Holding Corp.

Taylor is a graduate of George Mason University.

Executive Officers

Information about each of our executive officers as of December 31, 2023 is set forth below (other than Mr.

Chia’s biography, which is set forth under “Directors” above).

Taylor attended George Mason University.

Information About Our Executive Officers

Information about each of our executive officers as of December 31, 2024 is set forth below (information about Mr.

Chia is set forth under “Information About Our Directors” above).

Executive Officer Since

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General Counsel

Stefano Langenbacher

Chief Technology Officer

Lawrence Fey.

Fey has served as our Chief Financial Officer since April 2020, and previously served as a member of our Board from 2017 to February 2020.

From 2005 to March 2020, he worked at GTCR LLC, a private equity firm, most recently serving as a Managing Director.

While at GTCR, Mr.

Fey served on the boards of directors of many successful investments, including Six3 Systems, CAMP Systems, Zayo Group, Cision, Park Place Technologies, GreatCall and Simpli.fi.

Fey has served as our CFO since April 2020 and previously served as a member of our Board from 2017 to February 2020.

From 2005 to March 2020, Mr.

Fey worked at GTCR, most recently serving as a Managing Director.

While at GTCR, he served on the boards of directors of many successful investments, including Six3 Systems, CAMP Systems, Zayo Group, Cision, Park Place Technologies, GreatCall, and Simpli.fi.

Fey is a graduate of Dartmouth College.

Bakal has served as our Chief Product and Strategy Officer since March 2022.

Bakal joined Vivid Seats in February 2019 as our Vice President of Strategy and Corporate Development.

Bakal has served as our Chief Product and Strategy Officer since March 2022 after having served as our Vice President of Strategy and Corporate Development since joining Vivid Seats in 2019.

From 2016 to 2018, she served in a variety of senior positions across functions at Grubhub Inc., an online and mobile takeout marketplace for restaurant orders, most recently as Vice President of Market Operations.

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NLSN), most recently as Deputy Chief Legal Officer.

From 2014 to 2016, she worked in the legal department at American Express Company (NYSE:

From 2014 to 2016, Ms.

Epstein worked in the legal department at American Express Company (NYSE:

Epstein began her legal career at Simpson Thacher & Bartlett LLP.

Epstein is a graduate of Harvard University and the University of Virginia School of Law.

Wagner has served as our Chief Technology Officer since joining Vivid Seats in 2018.

Wagner has more than 25 years of experience in the technology sector, including most recently as a freelance decision engineering consultant in 2018.

From 2017 to 2018, he served as Co-Founder of Aidan.ai, a start-up specializing in applied artificial intelligence.

In 2017, he served as Vice President of Systems and Decision Engineering at Grubhub, Inc.

From 2015 to 2017, he served as Chief Operating Officer of Zoomer, a B2B food delivery company.

Wagner is a graduate of LaSalle University.

Stefano Langenbacher

Langenbacher has served as our Chief Technology Officer (“CTO”) since joining Vivid Seats in March 2024.

From 2018 to March 2024, he served as CTO at Suitsupply B.V.

From 2011 to 2018, Mr.

Langenbacher served as CTO at hom24 SE.

Langenbacher is a graduate of the Karlsruhe Institute of Technology.

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What changed 10-K

Item 1. Business