What changed in this filing

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Item 1. Business

2026-03-12 compared with 2025-03-12 · 153 added, 201 removed, 172 unchanged (67% of the section changed)

We are an online ticket marketplace that utilizes our technology platform to connect fans of live events seamlessly with ticket sellers.

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 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 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.

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 ( e.g.

, 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 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 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.

We believe in the power of shared experiences to connect people with live events that deliver some of life’s most exciting moments, and our mission is to empower and enable fans to Experience It Live .

For ticket buyers, we represent a differentiated value proposition.

In addition to our compelling and easy-to-use mobile app and website:

our ‘Lowest Price Guarantee’ is designed to ensure that we provide the most competitively priced tickets among our competitors;

our ‘100% Buyer Guarantee’ promotes safe and secure transactions;

our Vivid Seats Rewards loyalty program allows enrolled buyers to earn reward credits to spend on future orders;

and our in-app Game Center engages users with the opportunity to win free tickets or promotional discounts.

For ticket sellers, we offer a variety of products and services designed to help their businesses thrive.

In particular, Skybox, our industry-leading enterprise resource planning (“ ERP ”) tool, allows ticket sellers to seamlessly manage their operations.

Built on years of transactional and engagement data, Skybox includes tools for inventory management, pricing, and order fulfillment across ticket marketplaces.

To generate brand recognition and drive traffic to our platform, we cultivate mutually beneficial partnerships with media partners, sports leagues, sports teams, and event venues, as well as other product, service, distribution, and supply partners.

Our Business Model

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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.

In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners, for which we earn revenue from processing ticket sales for live events and facilitating the booking of hotel rooms and packages through our:

• Owned Properties , which consist of:

the Vivid Seats mobile app and website;

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

and 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.

• Private Label Offering , which consists of numerous distribution partners.

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

We do not hold ticket inventory in our Marketplace segment.

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.

The amount of Marketplace revenue earned in a given period is primarily represented by service and delivery fees charged to buyers.

We also earn Marketplace revenue from referral fees charged to third-party providers of event insurance that we offer to buyers.

Until it ceased operations on July 18, 2025, we also earned Marketplace revenue from Vivid Picks, LLC (“ Vivid Picks ”), a real-money daily fantasy sports mobile app, which represented the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives.

The main costs we incur in our Marketplace segment relate to 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 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 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 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.

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

Includes musical acts of all genres touring across venues of all sizes, as well as music festivals.

Includes the four major professional leagues (Major League Baseball, 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 variety of other sports such as soccer, racing, and minor league baseball.

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

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

Resale Segment

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Our Growth Strategies

New Customer Acquisition via Performance Marketing and Alternative Channels

Fans interested in attending live events frequently utilize internet search engines to browse tickets.

Increase Awareness of Our Differentiated Value Proposition

We seek to offer the best value in the secondary ticketing market, and we aim to efficiently maximize awareness of our differentiated value proposition, which includes:

• An extensive breadth and depth of ticket listings on our compelling and easy-to-use mobile app and website;

• Our ‘Lowest Price Guarantee,’ which is designed to ensure that we provide the most competitively priced tickets among our competitors;

• Our ‘100% Buyer Guarantee,’ which promotes safe and secure transactions, including delivery of valid tickets before an event, as well as award-winning customer service and compensation for late ticket deliveries and/or cancelled events;

• Our Vivid Seats Rewards loyalty program, which allows enrolled buyers to earn reward credits to spend on future orders – including a ‘free 11th ticket’ – and enables access to other perks and upgrades.

The more that buyers understand, trust, and develop an affinity for our differentiated value proposition, the more market share we expect to win.

Continue to Attract, Retain & Engage Buyers

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

Fans interested in attending live events frequently utilize internet search engines and, more recently, AI tools to search for tickets.

With our proprietary digital marketing technology and real-time first-party data, we have historically captured customer search traffic within reasonable customer acquisition cost thresholds.

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.

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 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.

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 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.

Increase Customer Engagement

We want to connect with our customers, and we want our customers to connect with us.

Such engagement allows us to know our customers better, fosters brand affinity, and, ultimately, drives higher repeat purchase activity.

We aim to close the awareness gap to ensure that our ticket buyers know when their favorite artists or sports teams are performing or playing near them.

Accordingly, we strive to improve the discovery process to help our ticket buyers attend more of their favorite events.

We provide customized content to our customers to enhance their experience while driving continued engagement.

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

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

Once buyers transact with us, our goal is for them to return to make repeat future purchases.

As buyers gain an appreciation of our differentiated value proposition relative to other ticketing marketplaces, we expect that they will increasingly return to us to make repeat future purchases.

We typically incur lower marketing costs from repeat customers, especially those that have downloaded our mobile app.

Engagement allows us to know buyers better, fosters an affinity for our differentiated value proposition, and, ultimately, drives repeat purchases.

We strive to improve the discovery process to help buyers know when their

favorite artists or sports teams are performing or playing near them.

We also provide customized content to enhance the buyer experience, including personalized recommendations, blog content, and industry news.

Our in-app Game Center, which features free-to-play games through which users can earn entries into free ticket drawings and tokens toward promotional discounts, further promotes engagement with users of our mobile app in between purchases.

Develop Additional Seller Tools & Services

We enable ticket sellers to thrive by offering products and services that support their business needs.

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 we will continue to develop additional tools and service offerings that address existing problems and/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 make the sales and fulfillment process more efficient.

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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Partnerships are an important and additive part of our ecosystem.

They help generate ticket sales, drive traffic to our websites and mobile applications, and build brand recognition.

They help generate ticket sales, drive traffic to our mobile app and websites, and build brand recognition.

Our partner ecosystem includes:

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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 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.

This broadens our reach and cultivates brand awareness with high-value live event fans.

• Sports Leagues, Sports Teams, Event Venues, and Other Rights Holders .

These partnerships provide us with certain marketing and advertising rights, which often include exclusive experiences for our ticket buyers ( e.g.

, guaranteed jumbotron time).

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

• Product and Service Partners .

We partner with providers of related products and services when they are additive to our customers’ experiences.

For example, we offer ticket buyers the option to purchase third-party event ticket insurance and provide multiple payment options, including with buy-now-pay-later payment service providers.

We partner with providers of related products and services when they are additive to our buyers’ experiences.

For example, we offer third-party event insurance and multiple payment options, including through partnerships with buy-now-pay-later payment service providers.

• Distribution Partners .

We allow our distribution partners to offer event tickets to their existing customers by leveraging our technology, fulfillment, and customer service capabilities.

• Content Rights Holders .

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 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

Our “built in the cloud” technology platform supports all elements of the customer experience.

Vegas.com is 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 buyers’ experience while leveraging our brand, traffic, and reputation.

Modern Technology Delivering a Seamless Experience

Our “built in the cloud” technology platform supports all elements of the user experience.

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 users.

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.

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.

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Our marketplace, supported by proprietary digital marketing technology, is adept at capitalizing on demand opportunities by bringing ticket buyers to our platform for their desired event and seamlessly supporting their shopping and checkout experience.

We continually invest in optimizing our consumer-facing technology across our website and mobile applications.

We continually invest in optimizing our consumer-facing technology across our website and mobile

applications.

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.

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• Seller Technology and Products .

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

A key component of our platform is Skybox, which is the most widely adopted ERP among professional ticket sellers.

Skybox enables ticket sellers to manage ticket inventories, adjust pricing, and fulfill orders across multiple ticket resale marketplaces.

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, 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.

Skybox is a free-to-use system that allows ticket sellers to more effectively move their inventory, which in turn helps to increase the number of transactions on our marketplace.

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.

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• We Create Exceptional Experiences.

Whether we are engaging with a customer, partner, or teammate, we do not compromise when it comes to their experience.

Whether we are engaging with a buyer, seller, partner, or teammate, we do not compromise when it comes to their experience.

We hold ourselves accountable and lean into every connection to make the moment count.

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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 invest in our communities across Chicago, Dallas, Las Vegas, 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

We are passionate about facilitating amazing experiences for our customers, and we are similarly intent on providing compelling experiences for our employees.

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

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.

Through Vivid Cheers, Inc., 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 & Human Capital

We are intent on creating an engaging and positive work environment, which contributes to both our and our employees’ success.

In 2026, we were proud to be recognized by Built In as a “Best Place to Work” in each of the United States;

Chicago, Illinois;

and Dallas, Texas.

We have also previously been named by Fast Company as one of “The World’s Most Innovative Companies” and one of “The Best Workplaces for Innovators” – recognitions that shine a spotlight on businesses that are reshaping industries and culture.

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;

As of December 31, 2025, we had 565 total employees, 557 of whom were full-time and 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 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 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.

The primary 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.

We also provide robust employee benefits, including healthcare and retirement programs, flexible paid time off, paid parental leave, dependent care, wellness programs, in-office and remote working perks, and ticket discounts.

We face 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:

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pricing, including in the primary ticket market;

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

acquiring customer traffic, including 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.

and technology, including the development of new product offerings and enhancements.

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

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• Competitive pricing;

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

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

• A full-service marketplace with excellent customer service;

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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.

Consumers have a wide array of entertainment options, including restaurants, movies, and television, and we compete for the discretionary spend of our ticket buyers and daily fantasy sports users.

We also compete with other professional ticket resellers in our Resale segment, as well as with providers of other avenues for entertainment, including restaurants, movies, and television, for the discretionary spending of consumers.

Government Regulation

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.

Federal, state, local, and international laws and regulations govern several key areas of our business, including advertising, anti-bribery, anti-corruption, anti-money laundering, competition, consumer protection, data protection, export taxation, intellectual property (“ IP ”), payments, privacy, ticketing, ticket resale, and unfair business practices.

Governmental authorities and private individuals have in the past commenced, and may in the future commence, investigations, inquiries, litigation, and other proceedings with respect to our compliance with these laws.

Certain jurisdictions have regulated ticket resale by requiring disclosures and refund policies, enacting resale price caps, prohibiting the resale of tickets above their face value, and even banning ticket transferability.

Such regulations restrict or inhibit the ability of ticket holders to resell their tickets, which directly affects our business.

In addition, privacy and the processing of personal data and other sensitive information is increasingly subject to legislation and regulations with which we must comply, including, but 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.

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

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

Further, many of the laws and regulations to which we are subject are continuing to evolve and be tested in courts and could be interpreted in ways that could harm our business.

In addition, their application and interpretation are often uncertain, particularly in our rapidly evolving industry.

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

Our business relies substantially on the creation, use, and protection of intellectual property related to our platform and services.

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 agreements, intellectual property assignment agreements, and commercial contracts that protect our intellectual property and confidential information.

Our business relies substantially on the creation, use, and protection of IP related to our platform and services.

We seek to protect our IP through a combination of methods, including U.S.

and foreign patents, trademarks, domain names, copyrights, and trade secrets, as well as through confidentiality agreements, IP assignment agreements, and other contractual restrictions with employees, customers, suppliers, partners, affiliates, and others.

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, concert on-sales begin for the following year, and theater event orders increase during the holiday season.

Historically, we have experienced 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.

However, these fluctuations have recently become less predictable.

For more information, see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Seasonality” section of this Report.

Corporate Information

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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.

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”), Hoya Intermediate, Horizon Sponsor, LLC (“Horizon Sponsor”), and Hoya Topco.

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.

In 2010, we launched our marketplace platform, which we rapidly scaled while developing and refining our proprietary systems.

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

In 2015, we deployed our mobile app.

In 2019, we launched our Vivid Seats Rewards loyalty program.

In 2023, we acquired Vegas.com and Wavedash.

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

Throughout our history, we have focused on building long-term customer value through brand affinity and a differentiated value proposition.

VSI was incorporated in 2021 for the purpose of completing the transactions (collectively, the “ Merger Transaction ”) contemplated by the transaction agreement, dated April 21, 2021, among VSI, Horizon Acquisition Corporation, a publicly traded special purpose acquisition company (“ Horizon ”), Hoya Intermediate, Horizon Sponsor, LLC, and Hoya Topco, LLC (“ Hoya Topco ”).

Pursuant to the Merger Transaction, Horizon merged with and into VSI in October 2021 and, as a result, we became a publicly traded company.

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

On October 19, 2025, we entered into the CSA (as defined herein), pursuant to which we consummated the Corporate Simplification (as defined herein), which simplified our corporate structure.

In connection with the Corporate Simplification, among other things, (i) all outstanding shares of Class B common stock were exchanged for an equal number of shares of Class A common stock, following which we cancelled all outstanding shares of Class B common stock, and (ii) all rights and obligations under our former Tax Receivable Agreement entered into with the exiting unitholders of Hoya Intermediate (the “ TRA ”) were terminated (other than certain terms thereof that expressly survived).

See the “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Recent Developments–Corporate Simplification” section of this Report for more information.

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 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.

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David Donnini

Martin Taylor

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.

Chia has also held senior roles at Amazon.com, Inc.

AMZN), Cisco Systems, Inc.

CSCO), and General Electric Company (NYSE:

GE), where he led strategic businesses and organizations.

Chia also serves on the board of directors of 1871, where he is a member of the nominating and governance committee, and on the President’s Advisory Board of the Georgia Institute of Technology.

Chia is a graduate of the Georgia Institute of Technology and Emory University’s Goizueta Business School.

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

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.

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

GOGO), where he is a member of the compensation and nominating and corporate governance committees, Cloudbreak, CommerceHub, Equiti, Jet Support Services, Inc., Lexipol, Once For All, Point Broadband, Rithum Corporation, and Tricentis.

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

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.

Boehly co-founded Eldridge Industries, LLC (“ Eldridge ”), 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 Chief Executive Officer (“ CEO ”).

He is also the Chairman and owner 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.

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

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

He formerly served on the boards of directors of Accelerant Holdings (NYSE:

ARX), DraftKings Inc.

DKNG), and Truebill, 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.

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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.

CURB), where she is chair of the audit committee and a member of the compensation committee, and the Museum at Fashion Institute of Technology.

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

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

From 2006 to 2013, he served as Assistant Vice President, Senior Counsel, and Assistant Corporate Secretary at Smithfield Foods, Inc.

From 2006 to 2013, he

served as Assistant Vice President, Senior Counsel, and Assistant Corporate Secretary at Smithfield Foods, Inc.

Dixon began his legal career at McGuireWoods LLP and Cooley LLP and served as a Law Clerk to the Honorable James R.

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David Donnini

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

Donnini joined GTCR in 1991 and currently serves as a Managing Director and Head of the Business & 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 also serves on the boards of directors of several GTCR portfolio companies, including Consumer Cellular, Inc., Everon, LLC, PPC Flex Company Inc., and Senske, Inc.

He previously served on the boards of directors of AssuredPartners, itel Laboratories, Inc., Kick Health Inc., Park Place Technologies, and Sotera Health Company (Nasdaq:

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

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

Fey has served as our CEO and as a member of our Board since November 2025, after having served as our CFO since 2020 and as a member of our Board from 2017 to 2020.

From 2005 to 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.

Masino has served as the President and CEO and as a director of 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 2019.

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

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

Masino previously held senior positions at Mattel, Inc.

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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 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 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 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).

Information about each of our executive officers as of February 1, 2026 is set forth below.

Executive Officer Since

Chief Executive Officer and Director

Joseph Thomas

Chief Financial Officer

Chief Product and Strategy Officer

Emily Epstein

General Counsel

Stefano Langenbacher

Chief Technology Officer

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 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.

Bakal is a graduate of the Massachusetts Institute of Technology and Harvard Business School.

Emily Epstein

Epstein has served as our General Counsel since joining Vivid Seats in October 2022.

From January to July 2022, she served as General Counsel at Datto, Inc., a security and cloud-based software solutions provider.

From December 2020 to January 2022, Ms.

Epstein served as Deputy General Counsel and Corporate Secretary at Coupang, Inc.

From 2016 to December 2020, she served in various leadership positions at Nielsen Holdings, Inc.

NLSN), most recently as Deputy Chief Legal Officer.

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.

Austin Arnett

General Counsel and Corporate Secretary

See the “Information About Our Directors” section above.

Joseph Thomas

Thomas has served as our CFO since January 2026.

From August 2023 to January 2026, he served as the CFO of Reliable Parts, a distributor and e-commerce retailer of appliance parts and accessories.

Thomas’ background is in private equity, also serving since 2016 as a Managing Member of Fountain Square Industries and from 2010 to 2016 as a Principal of Svoboda Capital Partners, where he focused on distribution and technology-enabled service investments.

Thomas began his career as an investment banking analyst specializing in mergers and acquisitions.

He is a graduate of Indiana 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 2018 to March 2024, he served as the CTO of Suitsupply B.V.

From 2011 to 2018, Mr.

Langenbacher served as CTO at hom24 SE.

Langenbacher served as the CTO of hom24 SE.

Langenbacher is a graduate of the Karlsruhe Institute of Technology.

Austin Arnett

Arnett has served as our General Counsel and Corporate Secretary since December 2025, after having served as our Associate General Counsel – Corporate and Securities since June 2023.

From June 2021 to June 2023, he served as Senior Counsel at McDonald’s Corporation (NYSE:

MCD), a global restaurant operator and franchisor.

Arnett began his career as a corporate attorney at Latham & Watkins LLP.

He is a graduate of the University of Michigan and the University of Michigan Law School.

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What changed 10-K

Item 1. Business