What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-12 · 810 added, 655 removed, 880 unchanged (62% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Equity (Deficit)

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We have audited the accompanying consolidated balance sheets of Vivid Seats Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.

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CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(in thousands, except share and per share data)

Current assets:

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Deferred tax assets – net

Liabilities, redeemable noncontrolling interests, and shareholders' equity

Liabilities, redeemable noncontrolling interests, and shareholders' equity (deficit)

Current liabilities:

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Redeemable noncontrolling interests

Shareholders' equity:

Shareholders' equity (deficit):

Class A common stock, $ 0.0001 par value;

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Class B common stock, $ 0.0001 par value;

250,000,000 shares authorized, 76,225,000 shares issued and outstanding at December 31, 2024 and 2023, respectively

250,000,000 shares authorized, zero and 3,811,250 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

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Accumulated other comprehensive income (loss)

Total shareholders' equity

Total liabilities, redeemable noncontrolling interests, and shareholders' equity

Total shareholders' equity (deficit)

Total liabilities, redeemable noncontrolling interests, and shareholders' equity (deficit)

The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

(in thousands, except share and per share data)

Years Ended December 31,

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Depreciation and amortization

Impairment charges

Change in fair value of contingent consideration

Total costs and expenses

Income from operations

Income (loss) from operations

Interest expense – net

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Loss on extinguishment of debt

Income before income taxes

Income (loss) before income taxes

Income tax expense (benefit)

Net income attributable to redeemable noncontrolling interests

Net income attributable to Class A common stockholders

Net income per Class A common stock:

Net income (loss)

Net income (loss) attributable to redeemable noncontrolling interests

Net income (loss) attributable to Class A common stockholders

Net income (loss) per Class A common stock:

Weighted average Class A common stock outstanding:

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VIVID SEATS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Years Ended December 31,

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustment

Unrealized gain on Note

Unrealized gain (loss) on Note

Total other comprehensive income (loss)

Comprehensive income

Net income attributable to redeemable noncontrolling interests

Comprehensive income (loss)

Net income (loss) attributable to redeemable noncontrolling interests

Other comprehensive income (loss) attributable to redeemable noncontrolling interests:

Foreign currency translation adjustment attributable to redeemable noncontrolling interests

Unrealized gain on Note attributable to redeemable noncontrolling interests

Unrealized gain (loss) on Note attributable to redeemable noncontrolling interests

Total other comprehensive income (loss) attributable to redeemable noncontrolling interests

Comprehensive income attributable to Class A common stockholders

Comprehensive income (loss) attributable to Class A common stockholders

The accompanying notes are an integral part of these financial statements.

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Tax distributions to redeemable noncontrolling interests

Reclassification of contingent consideration

Increase in Class A common stock outstanding following warrant exchange

Subsequent remeasurement of redeemable noncontrolling interests

Balances at December 31, 2022

Issuances of Class A common stock

Deemed contributions from former parent

Equity-based compensation

Repurchases of Class A common stock

Tax distributions to redeemable noncontrolling interests

Other comprehensive income

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Balances at December 31, 2024

Issuances of Class A common stock

Equity-based compensation

Repurchases of Class A common stock

Tax distributions to redeemable noncontrolling interests

Other comprehensive income

Net settlement of equity incentive awards

Repurchase and retirement of fractional shares resulting from Reverse Stock Split

Subsequent remeasurement of redeemable noncontrolling interests

Mergers and exchange of Class B common stock for Class A common stock in connection with Corporate Simplification

Issuance of Class A common stock to terminate TRA

Reclassification of Intermediate Warrants from liability instruments to equity instruments

VIVID SEATS INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(in thousands, except share/unit data)

Balances at December 31, 2025

The accompanying notes are an integral part of these financial statements.

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Cash flows from operating activities

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

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Equity-based compensation

Change in fair value of warrants

Change in fair value of Intermediate Warrants

Loss on asset disposals

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Deferred income tax expense (benefit)

Non-cash interest income – net

Unrealized foreign currency loss (gain)

Non-cash interest expense (income) – net

Foreign currency loss (gain) – net

Adjustment of liabilities under TRA

Change in fair value of contingent consideration

Loss on extinguishment of debt

Impairment charges

Write-off of Sponsorship Loan

Change in fair value of contingent consideration

Changes in operating assets and liabilities:

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Other assets and liabilities – net

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

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Disbursement of Sponsorship Loan

Payments of Acquired Domain Name Obligation

Payments toward Acquired Domain Name Obligation

Transfer of cash consideration during 2023 Acquisitions, net of cash acquired

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Cash flows from financing activities

Payments of 2017 Term Loans

Proceeds from 2022 First Lien Loan

Payments of 2022 First Lien Loan

Repurchases of Class A common stock

Tax distributions to redeemable noncontrolling interests

Payments of Shoko Chukin Bank Loan

Payments of deferred financing costs and other debt-related expenses

Proceeds from 2024 First Lien Loan

Payments of 2024 First Lien Loan

Repurchases of Class A common stock

Tax distributions to redeemable noncontrolling interests

Payments of taxes related to net settlement of equity incentive awards

Payment of deferred financing costs and other debt-related expenses

Payment of liabilities under TRA

Payments of 2024 First Lien Loan

Proceeds from 2025 First Lien Loan

Payments of 2025 First Lien Loan

Payments toward Acquired Domain Name Obligation

Mergers and exchange of Class B common stock for Class A common stock in connection with Corporate Simplification

Repurchase and retirement of fractional shares resulting from Reverse Stock Split

Cash paid for milestone payments

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Cash, cash equivalents, and restricted cash – end of period

The accompanying notes are an integral part of these financial statements.

VIVID SEATS INC.

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Cash paid for operating lease liabilities

Right-of-use assets obtained in exchange for operating lease liabilities

Supplemental disclosures of non-cash investing and financing activities

Equity-based compensation expense related to capitalized development costs

Right-of-use assets obtained in exchange for operating lease liabilities

Excise taxes related to repurchases of Class A common stock recorded in Accrued expenses and other current liabilities

Issuance of Class A common stock to terminate TRA

Reclassification of Intermediate Warrants from liability instruments to equity instruments

Tax distribution to redeemable noncontrolling interests recorded in Prepaid expenses and other current assets

Property and equipment obtained through tenant improvement allowance

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Vivid Seats Inc.

(“VSI”) and its subsidiaries, including Hoya Intermediate, LLC (“Hoya Intermediate”), Hoya Midco, LLC, and Vivid Seats LLC (collectively, the “Company,” “us,” “we,” and “our”), provide an online ticket marketplace that enables ticket buyers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages in the United States, Canada, and Japan.

In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners within our online ticket marketplace, while enabling ticket sellers and partners to seamlessly manage their operations.

(“ VSI ”) and its subsidiaries, including Hoya Intermediate, LLC (“ Hoya Intermediate ”), Hoya Midco, LLC, and Vivid Seats LLC (collectively, “ we ,” “ us ,” and “ our ”), provide an online ticket marketplace that enables consumers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages.

In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners, while offering products and services that allow ticket sellers to seamlessly manage their operations.

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

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All intercompany transactions and balances have been eliminated in consolidation.

VSI was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate 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 (“Horizon Sponsor”), and Hoya Topco, LLC (“Hoya Topco”).

The Merger Transaction and PIPE Financing

The Merger Transaction, which was consummated on October 18, 2021, was accounted for as a reverse recapitalization, with Hoya Intermediate treated as the accounting acquirer.

The Merger Transaction

VSI was incorporated in March 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, Hoya Intermediate, Horizon Sponsor, LLC (“ Horizon Sponsor ”), and Hoya Topco, LLC (“ Hoya Topco ”).

The Merger Transaction was consummated in October 2021 and, as a result, we became a publicly traded company.

The Merger Transaction was accounted for as a reverse recapitalization, with Hoya Intermediate treated as the accounting acquirer.

Accordingly, our consolidated financial statements represent a continuation of Hoya Intermediate’s financial statements with the net assets of Hoya Intermediate stated at historical cost.

In connection with the Merger Transaction, we:

• issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $ 293.2 million in cash and cash equivalents (after the payment of $ 18.7 million in transaction costs incurred by Horizon) of Horizon became avail able to VSI, and subsequently paid an additional $ 15.5 million in transaction costs incurred by Horizon using such cash and cash equivalents;

• issued 118,200,000 shares of Class B common stock and warrants to purchase 6,000,000 shares of Class B common stock at an exercise price of $ 0.001 per share, which are only exercisable upon the exercise of a corresponding Intermediate Warrant (as defined below), to Hoya Topco in exchange for its outstanding Intermediate Units (as defined below);

• issued to certain investors, including Horizon Sponsor, 47,517,173 shares of Class A common stock in exchange for $ 475.2 million in aggregate consideration, pursuant to a private investment in public equity (the “PIPE Financing”);

• used the proceeds from the transactions described above to pay (i) $ 482.4 million towards our outstanding debt, (ii) $ 236.0 million to facilitate the redemption of preferred units of Hoya Intermediate and (iii) $ 54.3 million for tr ansaction fees incurred in connection with the Merger Transaction;

• issued to Horizon Sponsor (i) 50,000 shares of Class A common stock, (ii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $ 10.00 per share (the “$10 Exercise Warrants”), (iii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $ 15.00 per share (the “$15 Exercise Warrants” and, together with the $10 Exercise Warrants, the “Exercise Warrants”), and (iv) warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $ 11.50 per share (the “Private Warrants”);

• issued shares of Class A common stock, which are listed on the Nasdaq Global Select Market under the trading symbol “SEAT”;

• issued shares of Class B common stock to Hoya Topco, which provided the legacy Hoya Intermediate unitholders with a controlling interest in VSI, and all of which shares were subsequently exchanged for shares of Class A common stock and cancelled in connection with the Corporate Simplification (as defined herein);

• issued several series of warrants (as described in Note 15, Financial Instruments );

• entered into a Tax Receivable Agreement (the “ TRA ”) with the existing Hoya Intermediate unitholders, which was subsequently terminated in connection with the Corporate Simplification (as described under “TRA” in Note 2, Summary of Significant Accounting Policies , and in Note 20, Income Taxes) .

Reverse Stock Split

On August 5, 2025, we effected a 1-for-20 reverse stock split of our common stock, pursuant to which every 20 shares of Class A and Class B common stock were combined into one share of Class A and Class B common stock, respectively (the “ Reverse Stock Split ”).

All share and per share amounts included in this Report have been adjusted to reflect the Reverse Stock Split.

The Reverse Stock Split affected all stockholders uniformly and did not affect any such holder’s percentage ownership interest in our company or proportionate voting power.

However, if the Reverse Stock Split would have resulted in a stockholder holding fractional shares because the number of shares they held before the Reverse Stock Split was not evenly divisible by the split ratio, we instead repurchased such fractional shares for cash and retired them from circulation, resulting in a less than $ 0.1 million cash outlay.

The repurchase and retirement of such fractional shares is recorded as a separate component of both Class A common stock (for the number of shares that were repurchased and retired) and Additional paid-in capital (for the amount of the cash payment) in the Consolidated Statements o f Equity (Deficit).

The Reverse Stock Split did not affect the number of authorized shares or the par value of our common stock.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

• issued to former warrant holders of Horizon (including Horizon Sponsor) warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants”).

In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco warrants to purchase 3,000,000 common units of Hoya Intermediate (“Intermediate Units”) at an exercise price of $ 10.00 per unit (the “$ 10 Intermediate Warrants “ ) and warrants to purchase 3,000,000 Intermediate Units at an exercise of $ 15.00 per unit (the “$ 15 Intermediate Warrants“ and, together with the $ 10 Intermediate Warrants, the “Intermediate Warrants”).

A portion of the Intermediate Warrants, consisting of 1,000,000 $ 10 Intermediate Warrants and 1,000,000 $ 15 Intermediate Warrants (together, the “Option Contingent Warrants”), were issued in tandem with stock options we issued to members of our management team and would only become exercisable by Hoya Topco if such a stock option was forfeited or expired unexercised.

On December 7, 2023, Hoya Topco voluntarily terminated all of the Option Contingent Warrants.

Immediately following the Merger Transaction, the legacy unitholders of Hoya Intermediate owned a controlling interest in VSI through their ownership of Class B common stock.

The numbers of outstanding warrants, units and shares have changed subsequent to the transactions described above.

For additional details regarding the issuance of warrants in connection with the Merger Transaction, as well as amounts outstanding on December 31, 2024, see Note 15, Financial Instruments .

Corporate Simplification

On October 19, 2025, we entered into a Corporate Simplification Agreement (the “ CSA ”) with Hoya Intermediate and the TRA Parties named therein (including Hoya Topco).

Pursuant to the CSA and the ancillary agreements described therein, a series of transactions was consummated over the two business days ending on October 31, 2025 that, among other things, simplified our corporate structure (such transactions, collectively, the “ Corporate Simplification ”).

In connection with the Corporate Simplification, among other things:

(i) three Blocker Corporations (as defined in the CSA) merged with and into three of our wholly owned subsidiaries, respectively, such that the Blocker Corporations became our wholly owned subsidiaries;

(ii) all outstanding shares of Class B common stock (and corresponding common units of Hoya Intermediate (“ Intermediate Units ”)) were exchanged for an equal number of shares of Class A common stock, following which we cancelled all outstanding shares, and instruments representing the right to purchase shares, of Class B common stock;

(iii) the warrant agreements relating to the Intermediate Warrants (as defined herein) were amended to, in lieu of providing for the right to purchase Intermediate Units and allowing for cash redemption at the discretion of the holder, instead provide for the right to purchase equal numbers of shares of Class A common stock at equal exercise prices and not allow for cash redemption;

(iv) all rights and obligations under the TRA and Hoya Intermediate’s Limited Liability Company Agreement were terminated (in each case other than certain terms thereof that expressly survived);

and (v) w e issued an aggregate of 403,022 shares of Class A common stock to the TRA Parties.

Summary of Significant Accounting Policies

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valuation of earnouts issued in connection with our acquisitions of Betcha Sports, Inc.

(“Betcha,” which we rebranded as “Vivid Picks”);

(“ Betcha ,” which we rebranded as Vivid Picks, LLC, or “ Vivid Picks ”);

useful life of definite-lived intangible assets and other long-lived assets;

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Restricted Cash

Restricted cash includes cash and cash equivalents that are restricted through legal contracts or regulations, including funds reserved for Vivid Picks users, and letters of credit required by certain vendors.

Restricted cash includes cash and cash equivalents that are restricted through legal contracts or regulations and letters of credit required by certain vendors.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Foreign Currency Translation

Foreign Currency Translation Adjustments

Our reporting currency is the U.S.

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Revenues and expenses of foreign operations are translated at the weighted average rate of exchange during the applicable period.

The resulting cumulative foreign currency translation adjustment is recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss) within Shareholders' equity.

Unrealized foreign currency gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in Other income – net in the Consolidated Statements of Operations in the period in which they occur.

Net gains and losses resulting from the impact of exchange rate changes on transactions denominated in non-functional currencies are recorded in Other income – net in the Consolidated Statements of Operations in the period in which they occur.

Business Combinations

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Accounts Receivable – Net

Accounts receivable consist primarily of uncollateralized payment processor obligations due under normal trade terms typically requiring payment within three business days, amounts due from marketplace sellers and distribution partners for canceled events and commissions due from insurance purchased by ticket buyers.

Accounts receivable consist primarily of uncollateralized payment processor obligations due under normal trade terms typically requiring payment within three business days, amounts due from marketplace sellers and distribution partners for cancelled events and commissions due from insurance purchased by ticket buyers.

Credit risk with respect to accounts receivable from payment processing entities is limited due to the consolidation of those receivables with large financial institutions and the frequency with which the receivables turn over.

Accounts receivable balances are stated net of allowance for credit losses and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations.

Accounts receivable balances are stated net of allowance for credit losses and bad debt expense is recorded in the Consolidated Statements of Operations as a reduction of Revenues.

Inventory – Net

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We determine if an arrangement is or contains a lease at inception and classify each lease as operating or financing.

Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

As most of our leases do not provide an implicit interest rate, we use the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

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Goodwill represents the excess purchase price over the fair value of the net assets acquired.

Intangible assets other than goodwill primarily consists of customer and supplier relationships, acquired developed technology, capitalized development costs, and trademarks.

Intangible assets other than goodwill primarily consist of customer and supplier relationships, acquired developed technology, capitalized development costs, and trademarks.

We evaluate goodwill and our indefinite-lived intangible assets for impairment annually on October 31 or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable.

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If the fair value of the indefinite-lived intangible assets is less than the carrying value, we recognize an impairment equal to the difference.

We determined a triggering event had occurred during the year ended December 31, 2025, which is further discussed in Note 10, Goodwill - Net and Intangible Assets - Net.

No impairment triggering events to our goodwill and indefinite-lived intangible assets were identified during the years ended December 31, 2024 and 2023.

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If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds fair value.

No impairment triggering events to our definite-lived intangible assets were identified during the years ended December 31, 2024, 2023, and 2022.

No impairment charges related to our definite-lived intangible assets were recognized during the years ended December 31, 2025, 2024, and 2023.

Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives:

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NOTES to the Consolidated Financial Statements

Capitalized Development Cost s and Cloud Computing Arrangements Implementation Costs

Capitalized Development Cost s & Cloud Computing Arrangements Implementation Costs

We incur costs related to internal-use software and website development.

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Capitalized development costs are recorded in Intangible assets – net in the Consolidated Balance Sheets and are amortized using the straight-line method over the three-year useful life of the applicable software.

The accompanying amortization is recorded in Depreciation and amortization in the Consolidated Statements of Operations.

The accompanying amortization is recorded in Depreciation and amortization expenses in the Consolidated Statements of Operations.

Accounts Payable

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Accrued Customer Credits

We may issue credits to customers for cancelled events or travel services that can be applied to future purchases on our marketplace.

We may issue credits to customers for cancelled events or travel services that can be applied to future purchases on our platform.

The amount recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets represents the balance of credits issued to these customers.

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Accrued Future Customer Compensation

Provisions for accrued future customer compensation are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets and represent compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions.

Provisions for accrued future customer compensation are recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets and represent compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions.

The expected recoveries of these obligations are recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

These provisions, which are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations, are recognized as a component of Revenues in the Consolidated Statements of Operations.

These provisions, which are based on historic experience, revenue volumes for future events, and our estimate of the likelihood of future event cancellations, are recorded in the Consolidated Statements of Operations as a component of Revenues.

This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material to our consolidated financial statements.

Hoya Intermediate is treated as a partnership for U.S.

federal and most applicable state and local income tax purposes.

As a partnership, Hoya Intermediate’s taxable income was passed through to and included in the taxable income of its members, including VSI, for periods following the Merger Transaction.

Following the Merger Transaction, our legal parent entity is VSI.

We are subject to income taxes at the U.S.

federal, state, and local levels for income tax purposes, including with respect to our allocable share of any taxable income of Hoya Intermediate.

federal, state, and local levels for income tax purposes, including with respect to our allocable share of any taxable income (loss) of Hoya Intermediate.

For periods prior to the Corporate Simplification, Hoya Intermediate was treated as a partnership for federal and state income tax purposes and was generally not subject to entity level income taxes.

During those periods, Hoya Intermediate’s taxable income (loss) was passed through to its members, including VSI and Hoya Topco, each of whom were responsible for their own U.S.

federal and state income taxes.

Following the Corporate Simplification, Hoya Intermediate continued to be treated as a partnership, with VSI now indirectly holding all of its units.

See Note 1, Background and Basis of Presentation , for more information.

During the three months and year ended December 31, 2025, VSI also completed an internal legal entity restructuring to further simplify its organizational structure and align its U.S.

operations within a single U.S.

consolidated tax group.

The restructuring included a series of stock and partnership interest contributions leading to the conversion of Hoya Intermediate from a partnership to a disregarded entity for U.S.

federal and state income tax purposes, with VSI continuing to hold all of its units.

As a result, we now account for our deferred taxes related to the operations of Hoya Intermediate based on the financial accounting to income tax basis differences of the

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

assets and liabilities held by Hoya Intermediate where prior to the Corporate Simplification and the legal entity restructuring, we accounted for our deferred taxes related to the operations of Hoya Intermediate based on the financial accounting to income tax basis differences of our investment in Hoya Intermediate.

Income taxes are accounted for using the asset and liability method of accounting.

Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse.

The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted.

The effect on deferred assets and liabilities of a change in tax rates is recognized in income (loss) in the period when the change is enacted.

Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The realization of the deferred tax assets is dependent on the amount of our future taxable income.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

We recognize interest and penalties related to underpayment of income taxes in Income tax expense (benefit) in the Consolidated Statements of Operations.

To date, the interest or penalties incurred related to income taxes have not been material.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into a Tax Receivable Agreement (the “TRA”) with the existing Hoya Intermediate unitholders that provides for our payment to such unitholders of 85 % of the amount of any tax savings that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units, (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA.

The realization of the deferred tax assets is dependent on the amount of our future taxable income (loss).

Interest and penalties related to the underpayment of income taxes are recorded in Income tax expense (benefit) in the Consolidated Statements of Operations.

To date, interest and penalties related to the underpayment of income taxes have not been material.

(i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units;

(ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate or its subsidiaries;

and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA.

In connection with the Corporate Simplification, all rights and obligations under the TRA were terminated (other than certain terms thereof that expressly survived), including $ 5.8 million of cash payments that would have otherwise been due in the first quarter of 2026, in exchange for the issuance of 403,022 shares of Class A common stock.

As a result of the Corporate Simplification, we will no longer have a TRA liability.

See Note 1, Background and Basis of Presentation , and Note 20, Income Taxes , for more information.

Long-Term Debt – Net

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Deferred borrowing costs and discounts are amortized over the terms of the respective borrowings using the effective interest method and are recorded in Interest expense – net in the Consolidated Statements of Operations.

Upon the repayment of our term debt in 2022, we expensed all applicable prepayment penalties and wrote-off all unamortized borrowing costs and discounts, both of which are recorded in Loss on extinguishment of debt in the Consolidated Statements of Operations.

Upon the refinancing of our term debt on February 5, 2025, we (i) recognized an expense for certain third-party fees incurred in relation to the modification of existing debt, which is recorded in Other income – net in the Consolidated Statements of Operations;

(ii) recognized an expense for losses incurred in relation to the extinguishment of historical debt, which is recorded in Loss on extinguishment of debt in the Consolidated Statements of Operations;

and (iii) capitalized certain third-party fees incurred in relation to the issuance of new debt, which is recorded in Long-term debt – net in the Consolidated Balance Sheets.

See Note 13, Long-Term Debt – Net , for more information.

Fair Value Measurements

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• Level 1 — Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

• Level 2 — Measurements that include other inputs that are directly or indirectly observable in the marketplace.

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These fair value measurements require significant judgment.

Our assets and liabilities measured at fair value on a recurring basis are presented in Note 11, Investments , Note 13, Long-Term Debt – Net, and Note 15, Financial Instruments .

Our non-financial assets, such as Goodwill – Net, Intangible assets – Net, and various long-lived assets, which are measured at fair value on a nonrecurring basis, utilizing Level 3 inputs, are presented in Note 10, Goodwill – Net and Intangible Assets – Net .

Other financial instruments, including Accounts receivable – Net and Accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments.

Our financial assets and liabilities (i.e., investments, long-term debt, and certain long-term financial instruments) are measured at fair value on a recurring basis and presented in Note 11, Investments and Fair Value Measurements , Note 13, Long-Term Debt – Net, and Note 15, Financial Instruments .

Our non-financial assets (i.e., goodwill, intangible assets, and certain long-lived assets) are measured at fair value on a nonrecurring basis utilizing Level 3 inputs and presented in Note 10, Goodwill – Net and Intangible Assets – Net .

Other short-term financial instruments (i.e., accounts receivable and accounts payable) are carried at cost, which approximates their fair value.

We did not have any transfers of financial instruments between valuation levels during the years ended December 31, 2025, 2024, and 2023 .

In connection with the Merger Transaction, we issued several types of warrants.

In connection with the Merger Transaction and the Corporate Simplification, we issued and amended several types of warrants, as described in Note 15, Financial Instruments .

We separately evaluate the terms for each of these outstanding warrants in accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ ASC 480 ”), and ASC Topic 815 , Derivatives and Hedging (“ ASC 815 ”) to determine the appropriate classification and accounting treatment.

The Public Warrants, the Private Warrants and the Exercise Warrants meet the criteria to be

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classified as equity instruments.

Because the Intermediate Warrants are exercisable for Intermediate Units, which allow for a potential cash redemption at the discretion of the unitholder, they are recorded in Other liabilities in the Consolidated Balance Sheets.

The warrant liability is subject to a fair value remeasurement each period with an offsetting adjustment recorded in Other income – net in the Consolidated Statements of Operations.

Because the Intermediate Warrants (as defined herein) allowed for cash redemption at the discretion of the holder, they met the criteria to be classified as liability instruments and were recorded in Other liabilities in the Consolidated Balance Sheets.

The warrant liability was subject to a fair value remeasurement each period with an offsetting adjustment recorded in Other income – net in the Consolidated Statements of Operations.

Conversely, because the Public Warrants, Private Warrants, Exercise Warrants, and Amended Intermediate Warrants (each as defined herein) do not allow for cash redemption at the discretion of the holder, they meet the criteria to be classified as equity instruments.

Redeemable Noncontrolling Interests

VSI holds a 63.4 % inter est in Hoya Intermediate, with the remainder held by Hoya Topco.

Hoya Topco’s interest in Hoya Intermediate represents a redeemable noncontrolling interest.

At its discretion, Hoya Topco has the right to exchange its Intermediate Units for shares of Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption.

See Note 16, Redeemable Noncontrolling Interests , for additional detail on Hoya Topco’s right to exchange its Intermediate Units.

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within our control, we classify them as temporary equity.

Our redeemable noncontrolling interests were initially measured at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction.

Subsequent remeasurements of our redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces Retained earnings, if any, or Additional paid-in capital in the Consolidated Balance Sheets.

Remeasurements of our redeemable noncontrolling interests are based on the fair value of the Class A common stock.

Prior to the Corporate Simplification, Hoya Topco held 100 % of our Class B common stock and 36.9 % of the Intermediate Units, which represented a redeemable noncontrolling interest in VSI.

At its discretion, Hoya Topco had the right to exchange its Intermediate Units for shares of Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption.

See Note 16, Redeemable Noncontrolling Interests , for additional detail on Hoya Topco’s former right to exchange its Intermediate Units.

As the redeemable noncontrolling interests were redeemable upon the occurrence of an event not solely within our control, we classified them as temporary equity.

Our redeemable noncontrolling interests were initially measured as Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction.

Subsequent remeasurements of our redeemable noncontrolling interests (which were based on the fair value of the Class A common stock) were recorded as a deemed dividend each reporting period, which reduced Retained earnings, if any, or Additional paid-in capital in the Consolidated Balance Sheets.

In connection with the Corporate Simplification, all of the Intermediate Units previously held by Hoya Topco (and corresponding shares of Class B common stock) were exchanged for an equal number of shares of Class A common stock.

As a result, our redeemable noncontrolling interests were extinguished and Hoya Intermediate is now a wholly owned subsidiary of VSI.

Equity-Based Compensation

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The awards are subject to the recipient’s continued service through the applicable vesting date.

The grant-date fair value of stock options is estimated using an option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation, related to the expected term, volatility of our common stock, risk-free interest rate, and dividend yield.

Expenses related to grants of equity-based awards are recognized as equity-based compensation and are recorded in General and administrative expenses in the Consolidated Statements of Operations.

Prior to the Merger Transaction, certain members of management received profits interests in Hoya Topco and phantom units in a cash bonus pool funded by Hoya Topco.

The grant date fair value of stock options is estimated using an option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation related to the expected term, the expected volatility of our common stock, the risk-free interest rate, and the expected dividend yield.

Expenses related to grants of equity-based awards are

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recognized as equity-based compensation and recorded in General and administrative expenses in the Consolidated Statements of Operations.

Prior to the Merger Transaction, certain members of management received equity-based compensation awards for profits interests in Hoya Topco and phantom units in a cash bonus pool funded by Hoya Topco.

Under ASC 480 and ASC Topic 718, Compensation – Stock Compensation , the grants of profits interests meet the criteria to be recognized as equity-classified awards, whereas the grants of phantom units meet the criteria to be recognized as liability-classified awards.

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For phantom units with service and performance conditions, we recognize a liability for the fair value of the outstanding units only when we conclude it is probable that the performance condition will be achieved.

On June 10, 2024, the Board of Managers of Hoya Topco (the “Hoya Topco Board”) approved the redemption, repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding profits interests held by our employees (including the Class B-1, Class D, and Class E Units discussed elsewhere in this Annual Report on Form 10-K).

Accordingly, we recognized equity-based compensation expense related to the profits interests of $ 4.6 million for the year ended December 31, 2024.

See Note 21, Equity-Based Compensation , for more detail.

On June 10, 2024, the Hoya Topco Board also approved the repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding phantom units held by our employees.

On June 10, 2024, the Board of Managers of Hoya Topco (the “ Hoya Topco Board ”) approved the redemption, repurchase, and cancellation by Hoya Topco of all of its outstanding profits interests held by our current employees (including the Class B-1, Class D, and Class E Units discussed elsewhere in this Annual Report on Form 10-K).

Accordingly, we recognized equity-based compensation expense related to the profits interests of $ 4.6 million during the year ended December 31, 2024.

S ee Note 21, Equity-Based Compensation , for more information.

On June 10, 2024, the Hoya Topco Board also approved the repurchase and cancellation by Hoya Topco of all of its outstanding phantom units held by our employees.

The phantom units held service and performance conditions, requiring us to recognize a liability for the fair value the outstanding phantom units only when we conclude it is probable that the performance conditions will be achieved.

Accordingly, we recognized

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equity-based compensation expense related to the phantom units of $ 5.0 million for the year ended December 31, 2024 .

Accordingly, we recognized equity-based compensation expense related to the phantom units of $ 5.0 million during the year ended December 31, 2024.

There was no equity-based compensation expense previously recognized related to the phantom units.

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We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ ASC 606 ”).

We report revenue on a gross or net basis based on our assessment of whether we are acting as a principal or agent in the transaction.

We record revenue on a gross or net basis based on our assessment of whether we are acting as a principal or agent in the transaction.

Revenue is reported net of sales taxes.

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Marketplace Segment

We act as an intermediary between buyers, sellers, and partners in our online platform.

Revenue primarily consists of service and delivery fees and is reduced by incentives provided to buyers.

Our performance obligation for marketplace transactions is facilitating the transaction between buyers, sellers, and partners.

For live event tickets, our performance obligation is satisfied at the time the order is confirmed, as control of the ticket, and the related rights of ownership, transfer to the buyer at that time.

For hotels and tours, our performance obligation is satisfied at the time of check-in, as the buyer is unable to control the asset until that point.

In all of these transactions, we act as an agent as we do not control the asset prior to facilitating the transfer to the buyer.

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:

(a) our Owned Properties, which consist of (i) the Vivid Seats mobile app and website, (ii) Wavedash (as defined herein), and (iii) Vegas.com (as defined herein);

and (b) our Private Label Offering, which consists of numerous distribution partners.

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

We do not hold ticket inventory in our Marketplace segment.

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

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

Until it ceased operations on July 18, 2025, we also earned Marketplace revenue from 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.

Our performance obligation for Marketplace transactions relates to facilitating ticket sales between buyers, sellers, and partners.

For live events, our performance obligation is satisfied at the time the Marketplace order is confirmed,

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as control of the asset and the related rights of ownership transfer to the ticket buyer at that time.

For hotels and tours, our performance obligation is satisfied at the time of check-in, as the ticket buyer is unable to control the asset until that point.

For event insurance, our performance obligation is satisfied at the time the customer makes a purchase from the third-party insurance provider during customer checkout, as control of the asset and the related rights of ownership transfer to the ticket buyer at that time.

In all of these transactions, we act as an agent due to the fact that we do not control the asset prior to satisfying our performance obligation.

Payment from the ticket buyer is generally due at the time of sale.

Our sales terms generally provide that we will compensate the ticket buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid, or the ticket is delivered after the promised time.

In certain circumstances for travel reservations, we may allow buyers to initiate returns or cancel.

In certain circumstances for travel reservations, we may allow ticket buyers to initiate returns or cancel.

We have determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue.

The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated.

We estimate the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations.

The revenue reversal is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the ticket buyer has yet to be compensated.

We estimate the future customer compensation liability and the corresponding charge against revenue using the expected value method, which best predicts customer compensation for future event cancellations.

To the extent we estimate that a portion of the refund is recoverable from ticket sellers or partners, we record the recovery as revenue to align with the net presentation of the original transaction.

In extreme circumstances, such as the COVID-related shutdowns during 2020, the timing of event cancellations vs.

new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative Marketplace revenue for that period.

In extreme circumstances such as the COVID-related shutdowns that occurred during 2020, the timing of event cancellations versus new sales transactions can result in customer compensation costs exceeding current period sales, resulting in negative Marketplace revenue for that period.

For event insurance, payment from the third-party provider is due to us within 30 days from being invoiced.

This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4, Revenue Recognition .

In certain instances, ticket buyers are compensated with credit to be used on future purchases.

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Breakage income from customer credits that are not expected to be used, and not subject to escheatment, is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used.

We also earn referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform.

Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party insurance provider during customer checkout.

Payment from the third-party provider is due to us within 30 days from being invoiced.

This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4, Revenue Recognition .

In addition, we earn revenue from online display advertising, which revenue is recognized when an advertisement is displayed as that is when we have fulfilled our obligation.

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.

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NOTES to the Consolidated Financial Statements

Resale Segment

We sell tickets we own on secondary ticket marketplaces.

The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed.

We act as a principal in these transactions as we own the ticket and therefore control the ticket prior to transferring it to the customer.

Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace.

Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed.

Secondary ticket marketplace terms and conditions require sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time.

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

The amount of Resale revenue earned in a given period is primarily represented by the gross value of the ticket.

Our performance obligation for Resale transactions relates to transferring control of live event tickets to buyers.

Our performance obligation is satisfied at the time the Resale order is confirmed in the secondary ticket marketplace, as control of the asset and the related rights of ownership transfer to the ticket buyer at that time.

In all of these transactions, we act as a principal due to the fact that we control the asset prior to satisfying our performance obligation.

Payment from the secondary ticket marketplace is typically due upon delivery of the ticket or after the event has passed.

Secondary ticket marketplace terms and conditions require ticket sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time.

We have determined that this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue.

We recognize a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

We estimate the future customer compensation liability, and corresponding charge against revenue, using the expected value method.

To the extent we estimate that a portion of the charge is recoverable from the event host, we record the estimated recovery asset to Prepaid expenses and other current assets.

When our Resale business sells a ticket on our own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues.

The revenue reversal is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the ticket buyer has yet to be compensated.

To the extent we estimate that a portion of the charge is recoverable from the event host, we record the recovery of future customer compensation asset in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

When our Resale segment sells a ticket on our own secondary ticket marketplace, the service fee is recorded in Marketplace revenues in the Consolidated Statements of Operations and the sales price of the ticket is recorded in Resale revenues in the Consolidated Statements of Operations.

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NOTES to the Consolidated Financial Statements

Deferred Revenue

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In addition, revenue from sales of contingent events such as postseason sporting events is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized when the contingency is resolved.

Sales and Indirect Taxes

Sales & Indirect Taxes

Sales and indirect taxes are imposed by country, state, county, and city governmental authorities.

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We also remit sales and indirect taxes on certain Resale segment transactions.

Sales and indirect taxes that are recorded in General and administrative expenses in the Consolidated Statements of Operations represent estimated liabilities for jurisdictions for which we are not yet collecting and remitting taxes.

The uncollected indirect tax liability, which is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets, increases when accruals are made in jurisdictions where we believed it was probable we should remit payment to U.S.

and foreign governmental tax authorities before all required amounts are collected from the customer and decreases when we receive abatements and/or recognize other reductions to the balance.

The net expense/benefit recognized related to the liability for uncollected indirect taxes (including sales taxes) is recorded in General and administrative expenses in the Consolidated Statements of Operations.

Advertising Costs

We utilize various forms of advertising, including paid search, brand partnerships, e-mail marketing and other forms of media.

We utilize various forms of advertising, including paid search, brand partnerships, email marketing and other forms of media.

Advertising costs, which are expensed as incurred and recorded in Marketing and selling expenses in the Consolidated Statements of Operations, were $ 231.3 million, $ 284.7 million, and $ 273.5 million for the years ended December 31, 2025, 2024, and 2023 , respectively.

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NOTES to the Consolidated Financial Statements

Shipping and Handling

Shipping and handling charges to customers are included in Revenues in the Consolidated Statements of Operations.

Shipping and handling costs incurred by us are treated as fulfillment activities, and as such are included in Cost of revenues in the Consolidated Statements of Operations.

Shipping & Handling

Shipping and handling charges to customers are recorded in Revenues in the Consolidated Statements of Operations.

Shipping and handling costs incurred by us are treated as fulfillment activities and therefore are recorded in Cost of revenues in the Consolidated Statements of Operations.

These costs are accrued upon the recognition of revenue.

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Financial Instruments – Credit Losses

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326):

In 2016, the Financial Accounting Standards Board (the “ FASB ”) issued Accounting Standard Update (“ ASU ”) 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income.

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Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses.

ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

ASU 2019-10, Financial Instruments-Credit Losses (Topic 326),

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Derivatives and Hedging (Topic 815), and Leases (Topic 842):

Effective Dates , deferred the effective date for non-public companies.

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Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting , as modified in January 2021.

In 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting , as modified in 2021.

The ASU is intended to help stakeholders during the global market-wide reference rate transition period.

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Acquired Contract Assets and Contract Liabilities

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

In 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

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Segment Reporting – Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

We adopted these requirements during the year ended December 31,

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NOTES to the Consolidated Financial Statements

2024 with no material impact on our consolidated financial statements, other than the impact of the required changes to our Segment Reporting Note.

The amendments should be applied retrospectively to all prior periods presented in an entity’s financial statements.

We adopted the amendments during the year ended December 31, 2024 with no material impact on our consolidated financial statements, other than the impact thereof on our segment reporting footnote.

See Note 5, Segment Reporting , for more information.

Issued Accounting Standards Not Yet Adopted

In December 2023 , the FASB issued ASU 2023-09 , Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid.

On December 14, 2023 , the FASB issued ASU 2023-09 , Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid.

The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments will be effective for annual reporting periods beginning after December 15, 2024.

We are currently evaluating the impact of adopting the amendments, which are expected to result in enhanced disclosures, on our future consolidated financial statements.

We adopted the amendments during the year ended December 31, 2025 with no material impact on our consolidated financial statements, other than the impact thereof on our income taxes footnote.

See Note 20, Income Taxes , for more information.

Issued Accounting Standards Not Yet Adopted

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting—Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses .

The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) included within income statement expense captions.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement Reporting — Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The amendments are intended to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) included within income statement expense captions.

The amendments will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.

The amendments are to be applied prospectively with the option for retrospective application.

The amendments are to be applied prospectively with the option for

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retrospective application.

We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

Software Costs

On September 18, 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which amends certain aspects of the accounting for and disclosure of software costs under ASC Subtopic 350-40, Intangibles — Goodwill and Other — Internal-Use Software .

The amendments will be effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.

The amendments may be applied prospectively, retrospectively, or via a modified prospective transition method.

We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

Interim Reporting

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which updates the guidance in ASC Topic 270, Interim Reporting , by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the last annual reporting period that have a material impact on the entity.

The amendments will be effective for interim periods beginning after December 15, 2027.

The amendments may be applied prospectively, or retrospectively to all prior periods presented in the financial statements.

Early adoption is permitted.

We are currently evaluating the impact of adopting the amendments on our future condensed consolidated financial statements, but do not expect the impact to result in incremental interim financial statement disclosures.

Business Acquisitions

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Vegas.com Acquisition

On November 3, 2023 (the “Vegas.com Acquisition Date”), we acquired 100 % of the outstanding shares of Vegas.com, an online ticket marketplace headquartered in Las Vegas, Nevada (the “Vegas.com Acquisition”).

The purchase price was $ 248.3 million, consisting of $ 152.8 million in cash and $ 95.5 million in equity (for which we issued 15.6 million shares of our Class A common stock).

On November 3, 2023 (the “ Vegas.com Acquisition Date ”), we acquired 100 % of the outstanding shares of Vegas.com (the “ Vegas.com Acquisition ”).

The purchase price was $ 248.3 million, consisting of $ 152.8 million in cash and $ 95.5 million in equity (for which we issued 15.6 million shares of Class A common stock).

We financed the cash portion of the purchase price at closing with cash on hand, as well as cash balances acquired.

The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.

The goodwill acquired in the Vegas.com Acquisition is not deductible for income tax purposes.

The goodwill acquired in the Vegas.com Acquisition was not deductible for income tax purposes.

The goodwill, which is included in our Marketplace segment, is primarily attributable to revenue opportunities with the Vegas.com service offerings and the assembled workforce.

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Unaudited Pro Forma Financial Information

The following table summarizes, on an unaudited pro forma basis, the condensed consolidated results of our operations for the years ended December 31, 2023 and 2022, assuming the Vegas.com Acquisition had occurred on January 1, 2022 (in thousands):

Years Ended December 31,

Income before income taxes

The unaudited pro forma financial information presented above is for informational purposes only and is not necessarily indicative of the actual results of operations that might have occurred had the Vegas.com Acquisition occurred on January 1, 2022, nor are they necessarily indicative of future results.

The unaudited pro forma information for all periods presented above reflects the following adjustments, where applicable, assuming the Vegas.com Acquisition had occurred on January 1, 2022:

(i) incremental amortization expense related to the long-lived intangible assets acquired in the Vegas.com Acquisition;

(ii) reclassification of transaction costs incurred in connection to the Vegas.com Acquisition to the earliest year presented;

(iii) alignment of Vegas.com’s revenue

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recognition with our policies;

and (iv) elimination of interest expense incurred by Vegas.com prior to the Vegas.com Acquisition.

Assuming the Vegas.com Acquisition had occurred on January 1, 2022, the unaudited pro forma Revenues and Income before income taxes presented in the Consolidated Statements of Operations for the year ended December 31, 2023 would have been $ 797.9 million and $ 79.0 million, respectively.

The unaudited pro forma information presented above reflects the following adjustments, where applicable, assuming the Vegas.com Acquisition had occurred on January 1, 2022:

(i) incremental amortization expenses related to the long-lived intangible assets acquired in the Vegas.com Acquisition;

(ii) reclassification of transaction costs incurred in connection with the Vegas.com Acquisition;

(iii) alignment of Vegas.com’s revenue recognition with our policies;

and (iv) elimination of interest expenses incurred by Vegas.com prior to the Vegas.com Acquisition.

Wavedash Acquisition

On September 8, 2023 (the “ Wavedash Acquisition Date ”), we acquired 100 % of the outstanding shares of Wavedash, an online ticket marketplace headquartered in Tokyo, Japan (the “ Wavedash Acquisition ” and, together with the Vegas.com Acquisition, the “ 2023 Acquisitions ”).

The purchase price was JPY 10,946.1 million, or approximately $ 74.3 million based on the exchange rate in effect on the Wavedash Acquisition Date, before considering the net effect of cash acquired equal to the amount in the table below.

The purchase price was JPY 10,946.1 million, or $ 74.3 million based on the exchange rate in effect on the Wavedash Acquisition Date, before considering the net effect of cash acquired equal to the amount in the table below.

We financed the purchase price at closing with cash on hand.

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NOTES to the Consolidated Financial Statements

The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.

In connection with the Wavedash Acquisition, we also assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan”) of JPY 458.3 mil (approximately $ 3.1 million) , which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.27 % per annum.

In connection with the Wavedash Acquisition, we also assumed long-term debt owed to Shoko Chukin Bank (the “ Shoko Chukin Bank Loan ”) of JPY 458.3 million (approximately $ 3.1 million) , which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.3 % per annum.

On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.

See Note 13, Long-Term Debt – Net, for more information.

The goodwill recognized in the Wavedash Acquisition is not deductible for income tax purposes.

See No te 13, Long-Term Debt – Net, for more information.

The goodwill recognized in the Wavedash Acquisition was not deductible for income tax purposes.

The goodwill, which is included in our Marketplace segment, is primarily attributable to revenue opportunities associated with Wavedash’s service offerings and assembled workforce.

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There were no differences between the preliminary purchase price allocation and the final purchase price allocation presented above.

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The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the Wavedash Acquisition Date:

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Pro forma financial information for the Wavedash Acquisition was not considered material to our consolidated financial statements and has not been presented.

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NOTES to the Consolidated Financial Statements

Vivid Picks Acquisition

On December 13, 2021 (the “Vivid Picks Acquisition Date“), we acquired 100 % ownership of Betcha (the “Vivid Picks Acquisition” and, together with the 2023 Acquisitions, the “Acquisitions”).

On December 13, 2021 (the “ Vivid Picks Acquisition Date “), we acquired 100 % ownership of Betcha (the “ Vivid Picks Acquisition ”).

In August 2022, we rebranded Betcha as Vivid Picks.

Vivid Picks is a real money daily fantasy sports app with social and gamification features that enhance fans’ connection with their favorite live sports.

Until it ceased operations on July 18, 2025, Vivid Picks was a real-money daily fantasy sports app with social and gamification features that enhance fans’ connection with their favorite live sports.

The Vivid Picks Acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.

During the year ended December 31, 2022, we recognized an immaterial expense for direct costs incurred in relation to the Vivid Picks Acquisition, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

The Vivid Picks Acquisition Date fair value of the consideration consisted of $ 0.8 million in cash and 2.1 million shares of Class A common stock.

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As of December 31, 2025, the estimated fair value of the Vivid Picks Earnouts was zero.

For the years ended December 31, 2024, 2023, and 2022, the estimated fair value of the Vivid Picks Earnouts decreased by zero , $ 1.0 million, and $ 2.1 million , respectively.

During the year ended December 31, 2023, the estimated fair value of the Vivid Picks Earnouts decreased by $ 1.0 million.

There was no change in the estimated fair value of the Vivid Picks Earnouts during the years ended December 31, 2025 and 2024.

We made no payments related to the Vivid Picks Earnouts during the years ended December 31, 2025, 2024, and 2023.

In addition, the consideration included future milestone payments of $ 9.5 million (collectively, the “Vivid Picks Milestone Payments”) as of the Vivid Picks Acquisition Date representing the estimated fair value that we would be obligated to pay upon the achievement of certain integration objectives For the years ended December 31, 2024, 2023, and 2022, we paid Vivid Picks Milestone Payments of zero , $ 6.0 million, and $ 1.1 million, respectively.

During the year ended December 31, 2022 , we also issued 0.3 million shares of Class A common stock such that the total Vivid Picks Milestone Payment consisted of $ 1.1 million cash and 0.3 million shares of Class A common stock.

During the year ended December 31, 2023, we paid Vivid Picks Milestone Payments of $ 6.0 million.

We did no t pay any Vivid Picks Milestone Payments during the years ended December 31, 2025 and 2024.

As of December 31, 2024, the integration objectives were fully met and we had no further liabilities related to the Vivid Picks Milestone Payments.

1 unchanged sentence

The payouts are subject to continued service, and therefore treated as compensation and expensed.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Revenue Recognition

During the years ended December 31, 2024, 2023, and 2022, Marketplace revenues by business model consisted of the following (in thousands):

We recognize revenue in accordance with ASC 606.

As discussed in Note 5, Segment Reporting , we have determined that we have two operating and reportable segments:

Marketplace and Resale.

The following tables present Marketplace revenues by business model and event category for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Years Ended December 31,

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Marketplace revenues

During the years ended December 31, 2024, 2023, and 2022, Marketplace revenues consisted of the following event categories (in thousands):

Years Ended December 31,

4 unchanged sentences

Marketplace revenues

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

Resale segment revenu es were $ 127.7 million, $ 115.5 million, and $ 89.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

At December 31, 2024, Deferred revenue in the Consolidated Balance Sheets was $ 23.8 million, which primarily relates to the Vivid Seats Rewards Program.

Stamps earned under the loyalty program expire in two to three years , if not converted to credits, and credits expire in two to four years , if not redeemed.

During the year ended December 31, 2025, we recognized Resale revenues of $ 120.3 millio n, compared to Resale revenues of $ 127.7 million and $ 115.5 million during the years ended December 31, 2024 and 2023, respectively.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

At December 31, 2025, Deferred revenue in the Consolidated Balance Sheets w as $ 20.0 m illion, which primarily relates to the Vivid Seats Rewards Program.

Stamps earned under the Vivid Seats Rewards Program expire in two to three years , if not converted to credits, and credits expire in two to four years , if not redeemed.

We expect to recognize all outstanding deferred revenue within the next seven years .

At December 31, 2023, $ 34.7 million was recorded as Deferred revenue in the Consolidated Balance Sheets, of w hich $ 25.8 million was recognized as revenue during the year ended December 31, 2024.

At December 31, 2022, $ 32.0 million was recorded as Deferred revenue in the Consolidated Balance Sheets, of which $ 17.6 million was recognized as revenue during the year ended December 31, 2023 .

At December 31, 2024 , $ 23.8 million was recorded as Deferred revenue in the Consolidated Balance Sheets, of wh ich $ 15.4 million was recognized as revenue during the year ended December 31, 2025.

At December 31, 2023 , $ 34.7 million was recorded as Deferred revenue in the Consolidated Balance Sheets, of wh ich $ 25.8 million was recognized as revenue during the year ended December 31, 2024 .

Segment Reporting

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in making decisions regarding resource allocation and performance assessment.

The CODM is our Chief Executive Officer (“CEO”).

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the entity’s Chief Operating Decision Maker (“ CODM ”) in making decisions regarding resource allocation and performance assessment.

Our CODM is our Chief Executive Officer (“ CEO ”).

We have determined that we have two operating and reportable 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 for live events and attractions and from facilitating the booking of hotel rooms and packages.

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

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

The CODM evaluates the performance of the segments and allocates resources to them based on contribution margin (defined as revenues less cost of revenues and marketing and selling expenses).

Cost of revenues consists largely of payment processing fees for our Marketplace segment and ticket costs for our Resale segment.

Marketing and selling expenses, which exclusively relate to our Marketplace segment, almost exclusively consist of online and offline advertising costs.

For all segments, the CODM uses contribution margin in the annual budgeting and forecasting process, as well as when reviewing forecast-to-actual variances while making decisions about the allocation of operating and capital resources to each segment.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

We do not report assets, capital expenditures, general and administrative expenses, or depreciation and amortization expenses by segment because the CODM does not use this information to evaluate the performance of our operating segments.

The following table represents our segment information for the year ended December 31, 2024 (in thousands):

For both segments, our CODM uses contribution margin (defined as revenues less cost of revenues and marketing and selling expenses) as a means to allocate resources, evaluate performance, and make strategic decisions during the annual budgeting and forecasting process.

Contribution margin forms the basis for measuring trends in performance and comparing the relative potential of various initiatives.

Cost of revenues largely consist of payment processing fees for our Marketplace segment and ticket costs for our Resale segment.

Marketing and selling expenses, which relate entirely to our Marketplace segment, consist almost entirely of advertising costs.

Most advertising costs are aimed towards acquiring new customers online through paid search engine marketing, fees paid to our advertising affiliates and distributors, and other various digital marketing activities.

However, to a lesser extent, advertising costs are also aimed towards acquiring new customers offline through traditional media channels, advertising agency costs, and partnership expenses with sports teams and other media partners.

We do not report assets, capital expenditures, general and administrative expenses, or depreciation and amortization expenses by segment because our CODM does not use this information to evaluate the performance of our operating segments.

The following tables summarize our segment information for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Year Ended December 31, 2025

1 unchanged sentence

Marketing and selling:

Online advertising

Offline advertising

Total marketing and selling

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Depreciation and amortization

Income from operations

Impairment charges

Loss from operations

Interest expense – net

Other income – net

Income before income taxes

The following table represents our segment information for the year ended December 31, 2023 (in thousands):

Loss on extinguishment of debt

Loss before income taxes

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Year Ended December 31, 2024

1 unchanged sentence

Marketing and selling:

Online advertising

Offline advertising

Total marketing and selling

2 unchanged sentences

Depreciation and amortization

Change in fair value of contingent consideration

Income from operations

2 unchanged sentences

Income before income taxes

The following table represents our segment information for the year ended December 31, 2022 (in thousands):

Year Ended December 31, 2023

1 unchanged sentence

Marketing and selling:

Online advertising

Offline advertising

Total marketing and selling

6 unchanged sentences

Other income – net

Loss on extinguishment of debt

Income before income taxes

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Marketing and selling expenses primarily consist of online costs aimed towards acquiring new customers, which include paid search engine marketing, fees paid to our advertising affiliates and distributors, and other online marketing activities.

To a lesser extent, marketing and selling expenses also consist of offline costs towards acquiring new customers, which include spending on traditional media channels, advertising agency costs, and partnership expenses with teams and other media partners.

Substantially all of our sales occur and assets reside in the United States.

Accounts Receivable – Net

The following table summarizes our accounts receivable balance, net of allowance for credit losses as of December 31, 2024 and 2023 (in thousands):

The following table presents the major components of accounts receivable at December 31, 2025 and 2024 (in thousands):

Uncollateralized payment processor obligations

2 unchanged sentences

Event insurance and other commissions receivable

Other trade receivables

Accounts receivable

1 unchanged sentence

Accounts receivable – net

We recorded an allowance for credit losses of $ 12.0 million and $ 10.0 million at December 31, 2024 and 2023, respectively, to reflect potential challenges in collecting funds from distribution partners and ticket sellers, particularly for amounts due upon usage of store credit previously issued to buyers.

The allowance for credit losses increased during the year to reflect larger amounts due from distribution partners that are unlikely to be collected based on actual store credit usage.

Write-offs were $ 0.2 million, $ 0.3 million, and $ 4.9 million for the years ended December 31, 2024, 2023, and 2022 , respectively.

Accounts receivable is recorded net of the cumulative allowance for credit losses.

As of December 31, 2025 and 2024, we recorded a cumulative allowance for credit losses of $ 12.9 million and $ 12.0 million, respectively, to reflect potential challenges in collecting funds from distribution partners and ticket sellers, particularly for amounts due upon usage of store credit previously issued to ticket buyers.

The cumulative allowance for credit losses increased between December 31, 2024 and 2025, primarily due to an increase in amounts due from distribution partners that are unlikely to be collected based on actual store credit usage.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

We wrote off $ 0.2 million, $ 0.2 million, and $ 0.3 million for uncollectible accounts receivable balances during the years ended December 31, 2025, 2024, and 2023 , respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at December 31, 2024 and 2023 (in thousands):

The following table presents the major components of prepaid expenses and other current assets at December 31, 2025 and 2024 (in thousands):

Recovery of future customer compensation

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Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions.

Recovery of future customer compensation costs decreased by $ 5.4 million at December 31, 2024 compared to December 31, 2023, primarily due to a decrease in estimated future cancellations driven by lower sales volumes for future events.

A related provision for expected compensation to customers is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Recovery of future customer compensation costs decreased by $ 7.3 million between December 31, 2024 and 2025, primarily due to a decrease in estimated future event cancellations.

A related provision for expected compensation to customers is recorded in Accrued expenses and other current liab ilities in the Consolidated Balance Sheets.

Property and Equipment – Net

The following table summarizes our major classes of property and equipment, net of accumulated depreciation as of December 31, 2024 and 2023 (in thousands):

The following table presents the major classes of property and equipment at December 31, 2025 and 2024 (in thousands):

Computer equipment

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Property and equipment – net

Depreciation expense related to property and equipment for the years ended December 31, 2024, 2023, and 2022 was $ 1.7 million, $ 1.4 million, and $ 0.6 million, respectively, all of which is recorded in Depreciation and amortization in the Consolidated Statements of Operations.

There were no impairment charges during the years ended December 31, 2024, 2023, and 2022.

In each of the years ended December 31, 2024, 2023, and 2022, we recorded an expense of $ 0.1 million for losses incurred on property and equipment-related asset disposals, which is recorded i n General and administrative expenses in the Consolidated Statements of Operations.

The following table presents the lease-related assets and liabilities in the Consolidated Balance Sheets as of December 31, 2024 and 2023 (in thousands):

Property and equipment is recorded net of accumulated depreciation.

As of December 31, 2025 and 2024, we had recorded accumulated depreciation of $ 5.3 million and $ 3.4 million, respectively.

During the years ended December 31, 2025, 2024, and 2023, we recognized an expense of $ 2.2 million, $ 1.7 million, and $ 1.4 million, respectively, for depreciation related to property and equipment, which is recorded in Depreciation and amortization expenses in the Consolidated Statements of Operations.

During the years ended December 31, 2025, 2024, and 2023, we recognized a loss of $ 0.2 million, $ 0.1 million, and $ 0.1 million, respectively, for asset disposals related to property and equipment, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

There were no impairment charges related to property and equipment during the years ended December 31, 2025, 2024, and 2023 .

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The following table presents the lease-related assets and liabilities in the Consolidated Balance Sheets at December 31, 2025 and 2024 (in thousands):

Right-of-use assets – net

9 unchanged sentences

The exercise of renewal options is at our discretion and are included if they are reasonably certain to be exercised.

The following table summarizes the weighted average remaining minimum lease term and the weighted average incremental borrowing rate as of December 31, 2024 and 2023:

The following table presents the weighted average remaining minimum lease term and the weighted average incremental borrowing rate at December 31, 2025 and 2024:

Weighted average remaining minimum lease term

Weighted average incremental borrowing rate

In December 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois.

The lease commenced in the first quarter of 2022 when we obtained control of the premises, and runs through December

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

31, 2033 with a five-year renewal option.

In 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois.

The lease commenced in 2022 when we obtained control of the premises, and runs through December 31, 2033 with a five-year renewal option.

The aggregate lease payments for the initial term were approximately $ 16.2 million, with no rent due until March 2024.

The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $ 6.5 million towards the design and construction on the leased premises.

As of December 31, 2022, we incurred leasehold improvement costs of $ 6.5 million related to the tenant improvement allowance.

This amount is recorded in Property and equipment – net in the Consolidated Balance Sheets.

On the commencement date, we recognized the ROU asset and corresponding lease liability of $ 3.4 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Consolidated Balance Sheets.

On the commencement date, we recorded the r ight-of-use asset and corresponding lease liability of $ 3.4 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Consolidated Balance Sheets.

In April 2024, we amended our lease agreement to provide for the expansion of our corporate headquarters.

4 unchanged sentences

This amount is recorded in Property and equipment – net in the Consolidated Balance Sheets.

On the commencement date, we recognized the ROU asset and corresponding lease liability of $ 0.3 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Consolidated Balance Sheets.

On the commencement date, we recorded the right-of-use asset and corresponding lease liability of $ 0.3 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Consolidated Balance Sheets.

Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded in General and administrative expenses in the Consolidated Statements of Operations.

Operating and variable lease expenses for the years ended December 31, 2024, 2023, and 2022 were $ 3.0 m illion, $ 2.0 million, and $ 3.6 million, respectively.

Cash payments for operating lease liabilities, which are presented as a component of cash flows from operating activities within the Consolidated Statements of Cash Flows, were $ 3.4 million, $ 1.2 million, and $ 3.1 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes the present value of our operating lease liabilities as of December 31, 2024 (in thousands):

Operating and variable lease expenses for the years ended December 31, 2025, 2024, and 2023 were $ 3.1 million, $ 3.0 million, and $ 2.0 million, respectively.

Cash payments for operating lease liabilities, which are recorded as a component of cash flows from operating activities within the Consolidated Statements of Cash Flows, were $ 3.4 million, $ 3.4 million, and $ 1.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The following table presents the present value of our operating lease liabilities at December 31, 2025 (in thousands):

Operating Leases

2 unchanged sentences

Present value of lease liabilities

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Goodwill – Net and Intangible Assets – Net

Goodwill – Net

Goodwill is inclu ded in our Marketplace segment.

The following table summarizes the changes in the carrying amount of our goodwill during the years ended December 31, 2024 and 2023 (in thousands):

Goodwill – Net

Balance at January 1, 2023

2023 Acquisitions (Note 3)

Foreign currency translation adjustment

Balance at December 31, 2023

Goodwill, which derives from our business combinations, is recorded net of accumulated impairment charges and foreign currency translation adjustments.

Since our goodwill relates entirely to our Marketplace segment, there is only one reporting unit (the “ Marketplace Reporting Unit ”) that is relevant for the purpose of performing impairment assessments.

At June 30, 2025, we performed a qualitative impairment assessment to determine if it was more likely than not that the fair value of the Marketplace Reporting Unit was less than its carrying value by evaluating relevant events and circumstances.

After considering declines in our financial performance during the six months ended June 30, 2025, reductions in our financial outlook to reflect those declines, and changes in our Class A common stock price, among other factors, we concluded that it was no longer more likely than not that the fair value of the Marketplace Reporting Unit exceeded its carrying value as of June 30, 2025.

As a result, we concluded that a triggering event had occurred and we performed a quantitative impairment test.

As part of our annual impairment testing, we again performed a qualitative assessment of our goodwill at October 31, 2025 to determine if it was more likely than not that the fair value of the Marketplace Reporting Unit was less than its carrying value by evaluating relevant events and circumstances.

Our financial outlook as of October 31, 2025, which reflected financial performance through October 31, 2025, was meaningfully lower than our financial outlook as of June 30, 2025, reflecting challenging industry trends extending into the fourth quarter of 2025 and declines in Private Label Offering order volume.

After considering the reduced financial outlook and changes in our Class A common stock price, among other factors, we concluded that it was no longer more likely than not that the fair value of the Marketplace Reporting Unit exceeded its carrying value as of October 31, 2025.

As a result, we performed a quantitative impairment test.

The fair value of goodwill in the quantitative impairment tests performed as of June 30, 2025 and October 31, 2025 was determined using a combination of an income approach, which estimates fair value based upon projections of future revenues, expenses, and cash flows discounted to their respective present values, and a market approach.

The valuation methodology and underlying financial information included in our determination of fair value required significant judgments by management.

The principal assumptions used in our discounted cash flow analysis were (i) long-term projections of our financial performance and (ii) the weighted average cost of capital of market participants, adjusted for the risk attributable to our business and industry.

The principal assumption used in the market approach was an estimate of a market-based multiple to determine estimated fair value.

Based on our impairment analysis, we d etermined that the estimated fair value of the Marketplace Reporting Unit was lower than its carrying value as of both June 30, 2025 and October 31, 2025, indicating that the goodwill had been impaired.

Consequently, we recognized a non-cash impairment expense of $ 660.7 million related to our goodwill during the year ended December 31, 2025, $ 297.4 million of which was recognized as of June 30, 2025 and $ 363.3 million of which was recognized as of October 31, 2025.

Impairment charges related to our goodwill are recorded in Impairment charges in the Consolidated Statements of Operations.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The following table summarizes the changes in the carrying amount of goodwill during the years ended December 31, 2025 and 2024 (in thousands):

Gross goodwill balance at January 1, 2024

Accumulated impairment charges

Goodwill – net balance at January 1, 2024

Vegas.com Acquisition (Note 3)

Foreign currency translation adjustment

Balance at December 31, 2024

Goodwill is recorded net of impairment, for which we recognized $ 377.1 million of cumulative impairment charges as of December 31, 2024 and 2023.

Goodwill – net balance at December 31, 2024

Foreign currency translation adjustment

Impairment charges

Goodwill – net balance at December 31, 2025

At December 31, 2025 and 2024 , accumulated impairment charges related to our goodwill were $ 1,037.8 million and $ 377.1 million, respectively.

Intangible Assets – Net

21 unchanged sentences

Foreign currency translation adjustment

Accumulated impairment charges

Intangible assets – net

9 unchanged sentences

Capitalized development costs – work in progress

Foreign currency translation adjustment

Acquired Domain Name

Total gross book value

4 unchanged sentences

Capitalized development costs

Foreign currency translation adjustment

Acquired Domain Name

Total accumulated amortization

Indefinite-lived intangible assets

Foreign currency translation adjustment

Acquired Domain Name

accumulated amortization

Intangible assets – net

Intangible assets are recorded net of accumulated amortization (for definite-lived components) and impairment (for indefinite-lived components).

We recognized $ 78.7 million of cumulative impairment charges related to our trademarks as of December 31, 2024 and 2023.

Definite-Lived Intangible Assets

Definite-lived intangible assets, which primarily derive from acquisitions and internal strategic investments, are recorded net of accumulated amortization and foreign currency translation adjustments.

On October 22, 2024, we acquired a domain name that we had previously licensed (the “ Acquired Domain Name ” ).

1 unchanged sentence

We account for the Acquired Domain Name as a definite-lived intangible asset under ASC Topic 350, Intangibles—Goodwill and Other .

The acquisition cost of the Acquired Domain Name was $ 17.3 million, which will be amortized over a period of 15.6 years (the “ Acquired Domain Name Term ” ).

As of December 31, 2024, the Acquired Domain Name had a carrying value of $ 17.3 million, which is recorded in Intangible assets – net in the Consolidated Balance Sheets.

We account for the Acquired Domain Name Obligation as a liability for which we will accrue interest over the Acquired Domain Name Term at an effective interest rate of 8.6 % per annum.

As of December 31, 2024, the Acquired Domain Name Obligation had a carrying value of $ 17.2 million, $ 0.6 million of which is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

The remaining $ 16.6 million is recorded in Other liabilities in the Consolidated Balance Sheets.

During the year ended December 31, 2024, we incurred $ 0.2 million of interest for the Acquired Domain Name Obligation, which is recorded in Interest expense – net in the Consolidated Statements of Operations.

During the year ended December 31, 2024, our intangible assets increased primarily as a result of our investments in the Acquired Domain Name and other various capitalized development costs.

Amortization expense on our definite-lived intangible assets was $ 42.4 million, $ 15.7 million, and $ 7.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, which is recorded in Depreciation and amortization in the Consolidated Statements of Operations.

During the years ended December 31, 2024, 2023, and 2022, we incurred losses of $ 0.2 million, $ 0.6 million, and $ 0.3 million, respectively, on asset disposals related to our definite-lived intangible assets, which are recorded in General and administrative expenses in the Consolidated Statements of Operations.

The purchase price of the Acquired Domain Name was $ 17.3 million, which will be amortized over a total period of 15.6 years (the “ Acquired Domain Name Term ” ).

As of December 31, 2025 and 2024, the Acquired Domain Name had a carrying value of $ 16.1 million and $ 17.3 million, respectively, which is recorded in Intangible assets – net in the Consolidated Balance Sheets.

We account for the Acquired Domain Name Obligation as a liability, for which interest will accrue over the Acquired Domain Name Term at an effective interest rate of 8.6 % per annum.

As of December 31, 2025 and 2024, the Acquired Domain Name Obligation had a carrying value of $ 16.6 million and $ 17.2 million, respectively, of which $ 0.6 million is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets and the remainder is recorded in Other liabilities in the Consolidated Balance Sheets.

During the years ended December 31, 2025 and 2024 , we recognized an expense of $ 1.4 million and $ 0.2 million, respectively, for interest incurred in relation to the Acquired Domain Name Obligation, which is recorded in Interest expense – net in the Consolidated Statements of Operations.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The estimated future amortization expense related to our definite-lived intangible assets (other than work in progress capitalized development costs) at December 31, 2024 is as follows (in thousands):

During the years ended December 31, 2025, 2024, and 2023, we recognized an expense o f $ 46.8 milli on, $ 42.4 million, and $ 15.7 million, respectively, for amortization related to our definite-lived intangible assets.

Amortization expenses related to our definite-lived intangible assets are recorded in Depreciation and amortization expenses in the Consolidated Statements of Operations.

During the years ended December 31, 2025, 2024, and 2023, we recognized a loss o f $ 0.4 million, $ 0.2 million, and $ 0.6 million, respectively, for asset disposals related to our definite-lived intangible assets.

Losses on asset disposals are recorded in General and administrative expenses in the Consolidated Statements of Operations.

The following table presents the estimated future amortization expense related to our definite-lived intangible assets (other than work in progress capitalized development costs) at December 31, 2025 (in thousands):

Definite-Lived Intangible Assets

Estimated future amortization expense

Indefinite-Lived Intangible Assets

Similar to goodwill, our indefinite-lived intangible assets are not subject to amortization and are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable.

At June 30, 2025, we performed a qualitative impairment assessment to determine if it was more likely than not that the fair value of certain indefinite-lived trademarks was less than their carrying value by evaluating relevant events and circumstances.

After considering recent declines in our financial performance and near-term outlook, among other factors, we concluded that it was no longer more likely than not that the fair value of certain indefinite-lived trademarks exceeded their carrying value as of June 30, 2025.

As a result, we concluded that a triggering event had occurred and we performed a quantitative impairment test.

As part of our annual impairment testing, we again performed a qualitative assessment of our indefinite-lived intangible assets at October 31, 2025 to determine if it was more likely than not that the fair value of certain indefinite-lived trademarks was less than their carrying value by evaluating relevant events and circumstances.

As a result, we performed a quantitative impairment test.

The fair value of certain indefinite-lived trademarks in the quantitative impairment tests performed as of June 30, 2025 and October 31, 2025 was determined using the relief-from-royalty method, a detailed valuation methodology that involves the application of reasonable royalty rates to a net sales stream using the discounted cash flow method.

Based on our impairment analysis, we determined that the estimated fair value of certain indefinite-lived trademarks was lower than their carrying value as of both June 30, 2025 and October 31, 2025, indicating that certain indefinite-lived trademarks had been impaired.

Consequently, we recognized a non-cash impairment expense of $ 62.3 million related to certain indefinite-lived trademarks during the year ended December 31, 2025, $ 23.0 million of which was recognized as of June 30, 2025 and $ 39.3 million of which was recognized as of October 31, 2025.

Impairment charges related to our indefinite-lived intangible assets are recorded in Impairment charges in the Consolidated Statements of Operations.

At December 31, 2025 and 2024, accumulated impairment charges related to our indefinite-lived intangible assets were $ 141.0 million and $ 78.7 million, respectively.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Investments and Fair Value Measurements

In July 2023, we invested $ 6.0 million in a privately held company in the form of a convertible promissory note (the “ Note ”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “ Warrant ”).

Interest on the Note accrues at 8.0 % per annum and outstanding principal and accrued interest is due and payable at the earlier of July 3, 2030 or a change in control of the company.

The Warrant is exercisable until the date three years after the Note is repaid, subject to certain accelerating events.

We account for the Note in accordance with ASC Topic 320, Investments – Debt and Equity Securities .

The Note is classified as an available-for-sale security and is recorded at fair value with the change in unrealized gains and losses recorded as a separate component in the Consolidated Statements of Comprehensive Income until realized.

The Note’s unrealized gain for the years ended December 31, 2024 and 2023 was $ 0.1 million and $ 0.2 million, respectively.

Interest on the Note accrues at 8.0 % per annum, and outstanding principal and accrued interest on the Note is due and payable at the earlier of July 3, 2030 or a change in control of the company.

The Warrant is exercisable until the date that is three years after the Note is repaid, subject to certain accelerating events.

We account for the Note in accordance with ASC Topic 320, Investments – Debt and Equity Securities , pursuant to which the Note is classified as an available-for-sale security and recognized at fair value.

During the years ended December 31, 2025, 2024, and 2023, the Note had an unrealized loss of $ 0.1 million, an unrealized gain of $ 0.1 million, and an unrealized gain of $ 0.2 million, respectively.

U nrealized gains and losses related to differences between the fair value of the Note and the carrying value of the Note are recorded as a separate component of Other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income (Loss) on a recurring basis until realized.

The Note’s amortized cost was $ 4.0 million and $ 3.0 million at December 31, 2025 and 2024, respectively.

We did not recognize any credit losses related to the Note during the years ended December 31, 2025, 2024, and 2023.

We account for the Warrant in accordance with ASC 815, pursuant to which we record the derivative instrument in the Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income – net in the Consolidated Statements of Operations on a recurring basis.

The classification of the derivative instrument, including whether it should be recorded as an asset or a liability, is evaluated at the end of each reporting period.

We measure our investments in accordance with ASC 820, pursuant to which we disclose fair values as Level 1, Level 2, or Level 3 based on the fair value hierarchy.

Investments recorded at fair value on a recurring basis as of December 31, 2024 and 2023 were as follows (in thousands):

We account for the Warrant in accordance with ASC 815, pursuant to which the Warrant is classified as a derivative instrument and recognized at fair value.

During the years ended December 31, 2025 and 2024, the fair value of the Warrant decreased by $ 2.2 million and $ 0.8 million, respectively, for which we recognized a loss in both periods.

During the year ended December 31, 2023, the fair value of the Warrant increased by $ 0.5 million, for which we recognized a gain in the period.

Unrealized gains and losses related to changes in the fair value of the Warrant are recorded in Other income – net in the Consolidated Statements of Operations on a recurring basis until realized.

The presentation of the Warrant, including whether it should be classified as an asset or a liability, is evaluated at the end of each reporting period.

Fair Value Measurements

We measure certain financial assets (i.e., investments) and non-financial assets (i.e., goodwill, intangible assets, and long-lived assets) in accordance with ASC 820, pursuant to which we disclose fair values as Level 1, Level 2, or Level 3 based on the fair value hierarchy.

Recurring Fair Value Measurements

The following tables present the recurring fair value measurements of our financial assets by hierarchy level at December 31, 2025 and 2024 (in thousands):

Fair Value Measurements Using

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December 31, 2024

The fair value of the Note is determined using the income approach, which consists entirely of Level 3 inputs.

The estimated fair value of the Warrant is determined using the Black-Scholes option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation related to the expected term, the

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The fair value of the Note is determined using the income approach, utilizing Level 3 inputs.

Because of the inherent uncertainty of this valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements at December 31, 2024 and 2023:

expected volatility, the risk-free rate of interest, and the expected dividend yield.

Because of the inherent uncertainty of these valuations, the estimated fair values of the Note and the Warrant may differ significantly from the fair values that would have been used had a ready market for the investments existed, the effects of which could be material.

The following table presents quantitative information about the significant unobservable inputs applied to the recurring Level 3 fair value measurements of our financial assets at December 31, 2025 and 2024:

Significant Unobservable Inputs

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Expected dividend yield

The following table summarizes the changes in the carrying amount of the Note and the Warrant (both of which are measured at fair value using Level 3 significant unobservable inputs) during the years ended December 31, 2024 and 2023 (in thousands):

Balance at July 3, 2023 (inception)

Accretion of discount

Interest paid-in-kind

Unrealized gains:

Recognized in net income

Recognized in other comprehensive income

Total unrealized gains

Balance at December 31, 2023

The following table summarizes the changes in the carrying amounts of the Note and the Warrant (both of which are measured at fair value using Level 3 significant unobservable inputs) during the years ended December 31, 2025 and 2024 (in thousands):

Balances at January 1, 2024

Accretion of discount

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Unrealized gains (losses):

Recognized in net income

Recognized in other comprehensive loss

Recorded in Net income (loss)

Recorded in Other comprehensive income (loss)

Total unrealized gains (losses)

Balance at December 31, 2024

Balances at December 31, 2024

Accretion of discount

Interest paid-in-kind

Unrealized losses:

Recorded in Net income (loss)

Recorded in Other comprehensive income (loss)

Total unrealized losses

Balances at December 31, 2025

Nonrecurring Fair Value Measurements

The following table presents quantitative information about the significant unobservable inputs applied to the nonrecurring Level 3 fair value measurements of our non-financial assets as of October 31, 2025, which was the latest annual quantitative impairment test date of the following non-financial assets:

Significant Unobservable Inputs

Range (Weighted Average)

Discount rate

Long-term growth rate

Discount rate

13.9 % - 17.2 % ( 15.2 %)

Long-term growth rate

3.0 % - 3.0 % ( 3.0 %)

1.0 % - 4.0 % ( 2.2 %)

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The following table presents the sensitivities to changes in the significant unobservable inputs as of October 31, 2025, which was the latest annual quantitative impairment test date of the following non-financial assets (in thousands):

50 basis point increase in discount rate

50 basis point decrease in long-term growth rate

50 basis point decrease in royalty rate

See Note 2, Summary of Significant Accounting Policies , and Note 10, Goodwill – Net and Intangible Assets – Net , for more information regarding the fair value methodologies of our non-financial assets.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following at December 31, 2024 and 2023 (in thousands):

The following table presents the major components of accrued expenses and other current liabilities at December 31, 2025 and 2024 (in thousands):

Accrued marketing expense

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Accrued expenses and other current liabilities

Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions.

Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to previously recorded sales transactions.

The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, provided that the credits are not subject to escheatment.

We estimate breakage based on historical usage trends and available data on comparable programs, and recognize breakage in proportion to the pattern of redemption for customer credits.

Our breakage estimates could be impacted by future activity differing from our estimates, the effects of which could be material.

We estimate breakage based on historical usage trends and available data on comparable programs, and we recognize breakage in proportion to the pattern of redemption for customer credits.

Our breakage estimates could be impacted by future activity that differs from our estimates, the effects of which could be material.

During the years ended December 31, 2025, 2024, and 2023, $ 13.7 million, $ 18.5 million, and $ 15.1 million of accrued customer credits were redeemed, respectively, and we recognized revenue from breakage of $ 4.4 million, $ 12.2 million, and $ 20.6 million, respectively.

Breakage amounts are net of reductions in associated accounts receivable balances.

Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future.

Breakage amounts are recorded net of reductions in associated accounts receivable balances.

Accrued future customer compensation represents an estimate of the amount of customer compensation due from future event cancellation charges.

These provisions, which are based on historic experience, revenue volumes for future events, and our estimate of the likelihood of future event cancellations, are recognized as a component of Revenues in the Consolidated Statements of Operations.

The expected recoveries of these obligations are recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material.

During the years ended December 31, 2024, 2023, and 2022, we recognized a net increase in revenue of $ 1.1 mi llion, $ 0.1 million, and $ 2.3 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods.

During the years ended December 31, 2024 and 2023, accrued future customer compensation decreased by $ 6.4 million and increased by $ 2.8 million, respectively, due to a decrease in the estimated rate of future cancellations as of December 31, 2024 and an increase in the estimated rate of future cancellations as of December 31, 2023 .

Our estimated accrual could be impacted by future activity that differs from our estimates, the effects of which could be material.

During the years ended December 31, 2025, 2024, and 2023, we recognized a net decrease in revenue of $ 0.2 million, a net increase in revenue of $ 1.1 million, and a net increase in revenue of $ 0.1 million, respectively, from reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where our performance obligations were satisfied in prior periods.

Accrued future customer compensation decreased by $ 10.8 million between December 31, 2024 and 2025, primarily due to a decrease in estimated future event cancellations.

A re lated provision for the expected recovery of compensation from customers is recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

VIVID SEATS INC.

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Long-Term Debt – Net

The following table summarizes our long-term debt, net of unamortized debt issuance costs and current maturities as of December 31, 2024 and 2023 (in thousands):

The following table presents the major components of long-term debt, net of unamortized debt issuance costs and current maturities, at December 31, 2025 and 2024 (in thousands):

2024 First Lien Loan

Shoko Chukin Bank Loan

2025 First Lien Loan

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Long-term debt – net

2017 Term Loans

In June 2017, we entered into a $ 575.0 million first lien debt facility comprising a $ 50.0 million revolving credit facility and a $ 525.0 million term loan (the “2017 First Lien Loan”), and a second lien credit facility comprising a $ 185.0 million second lien term loan (the “2017 Second Lien Loan” and, together with the 2017 First Lien Loan, the “2017 Term Loans”).

In July 2018, we amended the 2017 First Lien Loan to upsize the committed amount by $ 115.0 million.

In October 2019 , we repaid the 2017 Second Lien Loan in its entirety.

The revolving credit facility component of the first lien debt facility was retired in May 2020.

In October 2021, we made an early principal payment related to the 2017 First Lien Loan of $ 148.2 million in connection with, and using the proceeds from, the Merger Transaction and the PIPE Financing.

On February 3, 2022, we repaid $ 190.7 million of the 2017 First Lien Loan and refinanced the remaining balance with a new $ 275.0 million term loan (as discussed in the “2022 First Lien Loan” section below).

2022 First Lien Loan & Revolving Facility

In 2022, we refinanced the outstanding balance of our former first lien debt facility with a $ 275.0 million term loan (the “ 2022 First Lien Loan ”) and a $ 100.0 million revolving credit facility with a maturity date of February 3, 2027 (the “ Revolving Facility ”).

As of December 31, 2025 , availability under the Revolving Facility was reduced by $ 5.0 million due to outstanding letters of credit.

2024 First Lien Loan

On February 3, 2022, we amended the June 2017 First Lien Loan to refinance the remaining balance with a new $ 275.0 million term loan (the “2022 First Lien Loan”), which had an original maturity date of February 3, 2029 , and added a $ 100.0 million revolving credit facility (the “Revolving Facility”) with a maturity date of February 3, 2027.

The terms of the 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”)-based floating interest rate and contain a springing financial covenant that requires compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels.

All obligations under the 2022 First Lien Loan were unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’ s existing and future direct and indirect wholly owned domestic subsidiaries (collectively, the “Guarantors”).

The 2022 First Lien Loan required quarterly amortization payments of $ 0.7 million.

The Revolving Facility does not require periodic payments.

All obligations under the 2022 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the Guarantors ’ assets.

The 2022 First Lien Loan carried an interest rate of SOFR (subject to a 0.5 % floor) plus a margin of 3.25 %.

On June 14, 2024, we refinanced the outstanding balance of the 2022 First Lien Loan with a $ 395.0 million term loan (the “ 2024 First Lien Loan ”).

The Revolving Facility was not impacted by the refinancing.

The 2024 First Lien Loan carried an interest rate equal to the secured overnight financing rate (“ SOFR ”) (subject to a 0.5 % floor) plus a margin of 3.00 % .

The effective interest rate on the 2024 First Lien Loan was 7.9 % per annum at December 31, 2024.

The 2022 First Lien Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium.

Because the fair value was estimated using quoted prices that were directly observable in the marketplace, it was estimated on a Level 2 basis.

Other than with respect to the interest rate, the 2024 First Lien Loan had the same material terms (including with respect to maturity, prepayment, security, covenants, and events of default) as the 2025 First Lien Loan (as defined in the “2025 First Lien Loan” section below).

At December 31, 2024, the fair value of the 2024 First Lien Loan approximated its carrying value.

We were subject to certain reporting and compliance-related covenants to remain in good standing under the 2022 First Lien Loan.

These covenants, among other things, limited our ability to incur additional indebtedness and, in certain circumstances, to enter into transactions with affiliates, create liens, merge or consolidate, and make certain

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Non-compliance with these covenants and failure to remedy could have resulted in the acceleration of the loans or foreclosure on the collateral.

As of December 31, 2023, we were in compliance with all debt covenants related to the 2022 First Lien Loan and had no outstanding borrowings under the Revolving Facility .

During the year ended December 31, 2022, we recognized an expense of $ 4.3 million for losses incurred in relation to the refinancing of the 2017 First Lien Loan with the 2022 First Lien Loan, which is recorded in Loss on extinguishment of debt in the Consolidated Statements of Operations.

On June 14, 2024, we refinanced the remaining $ 269.5 million balance of the 2022 First Lien Loan with a new $ 395.0 million term loan (as discussed in the “2024 First Lien Loan” section below).

Shoko Chukin Bank Loan

In connection with the Wavedash Acquisition, we assumed the Shoko Chukin Bank Loan of JPY 458.3 million (approximately $ 3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.27 % per annum.

The Shoko Chukin Bank Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium.

Because the fair value was estimated using quoted prices that are directly observable in the marketplace, it was estimated on a Level 2 basis.

At December 31, 2023, the fair value of the Shoko Chukin Bank Loan approximated its carrying value.

On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.

2025 First Lien Loan

On June 14, 2024, we amended the 2022 First Lien Loan to refinance the remaining balance with a new $ 395.0 million term loan (the “2024 First Lien Loan”), which has a maturity date of February 3, 2029 .

The Revolving Facility was not impacted by the refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan.

The terms of the 2024 First Lien Loan specify a SOFR-based floating interest rate and contain a springing financial covenant that requires compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels.

All obligations under the 2024 Lien Loan are unconditionally guaranteed by the Guarantors.

The 2024 First Lien Loan requires quarterly amortization payments of $ 1.0 million.

On February 5, 2025, we refinanced the outstanding balance of the 2024 First Lien Loan with a $ 393.0 million term loan with a maturity date of February 3, 2029 (the “ 2025 First Lien Loan ”).

The Revolving Facility was not impacted by the refinancing.

The terms of the 2025 First Lien Loan specify a SOFR-based floating interest rate and contain a springing financial covenant that requires compliance with a first lien net leverage ratio when borrowings under the Revolving Facility exceed certain levels.

All obligations under the 2025 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and, subject to certain exceptions provided for therein, substantially all of Hoya Intermediate’s direct and indirect wholly owned domestic subsidiaries (collectively, the “ Guarantors ”).

The 2025 First Lien Loan requires quarterly principal payments of $ 1.0 million.

All obligations under the 2025 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the Guarantors’ assets.

The 2024 First Lien Loan carries an interest rate of SOFR (subject to a 0.5 % floor) plus a margin of 3.00 % ;

The 2025 First Lien Loan carries an interest rate equal to SOFR (subject to a 0.5 % floor) plus a margin of 2.25 % ;

provided that such margin may be reduced to 2.00 % if the corporate rating assigned to us by Moody’s Investors Service, Inc.

and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better).

The effective interest rate on the 2024 First Lien Loan was 7.89 % per annum at December 31, 2024.

The effective interest rate on the 2025 First Lien Loan was 6.3 % at December 31, 2025.

The 2025 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium.

Because the fair value was estimated using quoted prices that are directly observable in the marketplace, it is estimated on a Level 2 basis.

At December 31, 2024, the fair value of the 2024 First Lien Loan approximated its carrying value.

We are subject to certain reporting and compliance-related covenants to remain in good standing under the 2024 First Lien Loan.

These covenants, among other things, limit our ability to incur additional indebtedness and, in certain circumstances, to enter into transactions with affiliates, create liens, merge or consolidate, and make certain payments.

Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral.

As of December 31, 2024 , we were in compliance with all debt covenants related to the 2024 First Lien Loan and had no outstanding borrowings under the Revolving Facility.

The refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan was accounted for as a debt modification (the “First Lien Loan Modification”).

During the year ended December 31, 2024, we recognized an expense of $ 1.7 million for third-party fees incurred in relation to the First Lien Loan Modification, which is recorded in Other income – net in the Consolidated Statements of Operations.

At December 31, 2025, the estimated fair value and carrying value of the 2025 First Lien Loan were $ 220.4 million and $ 387.4 million, respectively.

If measured at

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

On February 5, 2025, we amended the 2024 First Lien Loan to reprice all $ 393.0 million of the then-outstanding balance.

See Note 23, Subsequent Events , for more information.

fair value, the 2025 First Lien Loan would be classified as Level 2 within the fair value hierarchy because its fair value would be estimated using quoted market prices that are directly observable in the marketplace.

See Note 2, Summary of Significant Accounting Policies , and Note 11, Investments and Fair Value Measurements , for more information regarding our approach and accounting treatment of recurring and nonrecurring fair value measurements.

We are subject to certain reporting and compliance-related covenants to remain in good standing under the 2025 First Lien Loan.

Non-compliance with these covenants and a failure to remedy any such non-compliance could result in the acceleration of the loans or foreclosure on the collateral.

As of December 31, 2025 and 2024 , we were in compliance with all debt covenants related to the 2025 First Lien Loan and the 2024 First Lien Loan, respectively, and had no outstanding borrowings under the Revolving Facility.

In accordance with ASC Topic 470, Debt , we analyzed our outstanding balances with each lender both immediately before and immediately after refinancing the 2024 First Lien Loan with the 2025 First Lien Loan and determined that the refinancing is partly accounted for as a debt modification (the “ First Lien Loan Modification ”), partly accounted for as a debt extinguishment (the “ First Lien Loan Extinguishment ”), and partly accounted for as an issuance of new debt (the “ First Lien Loan Issuance ”).

During the year ended December 31, 2025 , we (i) recognized an expense of $ 0.6 million for third-party fees incurred in relation to the First Lien Loan Modification, which is recorded in Other income – net in the Consolidated Statements of Operations;

(ii) recognized an expense of $ 0.8 million for losses incurred in relation to the First Lien Loan Extinguishment, which is recorded in Loss on extinguishment of debt in the Consolidated Statements of Operations;

and (iii) capitalized $ 0.2 million of third-party fees incurred in relation to the First Lien Loan Issuance, which is recorded in Long-term debt – net in the Consolidated Balance Sheets.

Shoko Chukin Bank Loan

On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.

Future Maturities of Outstanding Debt

The following table summarizes the future maturities of our outstanding debt, which entirely consists of the 2024 First Lien Loan, as of December 31, 2024 (in thousands):

The following table presents the future maturities of our outstanding debt, which entirely consists of the 2025 First Lien Loan, at December 31, 2025 (in thousands):

2025 First Lien Loan

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The plan also provides for discretionary profit-sharing contributions and matching contributions.

We contributed appro ximately $ 2.2 million, $ 1.6 million, and $ 1.3 million in matching contributions for the years ended December 31, 2024, 2023, and 2022, respectively, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

For the years ended December 31, 2024, 2023, and 2022 , there were no discretionary profit-sharing contributions.

During the years ended December 31, 2025, 2024, and 2023, we provided matching contributions of $ 2.1 million, $ 2.2 million, and $ 1.6 million, respectively, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

We did no t provide any discretionary profit-sharing contributions during the years ended December 31, 2025, 2024, and 2023 .

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Financial Instruments

We issued the following warrants during the year ended December 31, 2021 in connection with the Merger Transaction:

In connection with the Reverse Stock Split, proportionate equitable adjustments were made to the number of shares issuable upon exercise of the Public Warrants, Private Warrants, Exercise Warrants, Mirror Warrants, and Intermediate Warrants (each as defined below), as well as to the exercise and redemption prices thereof, as applicable.

All share, per share, unit, and per unit amounts set forth below reflect these adjustments.

See Note 1, Background and Basis of Presentation , for more information.

Public Warrants

In connection with the Merger Transaction, we issued to former Horizon warrant holders Public Warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $ 11.50 per share, 5,166,666 of which were issued to Horizon Sponsor.

We issued certain warrants that entitle the holders thereof (including Horizon Sponsor) to purchase shares of Class A common stock at an exercise price of $ 230.00 per share (the “ Public Warrants ”) .

The Public Warrants are traded on the Nasdaq Global Select Market under the symbol “SEATW.”

On May 26, 2022, we announced the commencement of an offer to the holders of outstanding Public Warrants to receive 0.24 shares of Class A common stock in exchange for each properly tendered outstanding Public Warrant (the “Offer”).

On July 5, 2022, 11,365,913 Public Warrants were tendered in exchange for 2,727,785 shares of Class A common stock (the “Exchange”).

Following the Exchange, 6,766,853 Public Warrants remained outstanding.

During the year ended December 31, 2022, 10 Public Warrants were exercised.

The exercise of the Public Warrants is accounted for as an equity transaction and is recorded in Additional paid-in capital in the Consolidated Balance Sheets.

As of December 31, 2024, there w ere 6,766,853 Public Warrants outstanding.

We may, in our sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that we provide at least five days’ advance notice.

The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger, or consolidation.

The exercise price and number of shares issuable upon exercise of the Public Warrants may also be adjusted in certain circumstances, including in the event of a share dividend, recapitalization, reorganization, merger, or consolidation.

In no event are we required to net cash settle the Public Warrants.

The Public Warrants became exercisable 30 days following the Merger Transaction and expire at the earliest of the date that is five years following the Merger Transaction, the date of our liquidation, or the date of our optional redemption thereof provided that the value of the Class A common stock exceeds $ 18.00 per share.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

effective registration statement and prospectus relating to the shares of Class A common stock issuable upon exercise of the Public Warrants.

Under certain circumstances, we may elect to redeem the Public Warrants at a redemption price of $ 0.01 per Public Warrant at any time during the term of the Public Warrants in which the trading price of the Class A common stock has been at least $ 18.00 per share for 20 trading days within a 30 trading-day period.

The Public Warrants expire at the earliest of the date that is five years following the Merger Transaction, the date of our liquidation, or the date of our optional redemption thereof, provided that the value of our Class A common stock exceeds $ 360.00 per share.

There is an effective registration statement and prospectus relating to the shares issuable upon exercise of the Public Warrants.

Under certain circumstances, we may elect to redeem the Public Warrants at a redemption price of $ 0.20 per Public Warrant at any time during the term of the Public Warrants in which the trading price of our Class A common stock has been at least $ 360.00 per share for 20 trading days within a 30 trading-day period.

If we elect to redeem the Public Warrants, we must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of such notification to exercise their respective Public Warrants.

Any Public Warrants not exercised within that 30-day period will be redeemed pursuant to this provision.

As of December 31, 2025 and 2024 , there were Public Warrants to purchase 338,342 shares of Class A common stock outstanding.

Private Warrants

In connection with the Merger Transaction, we issued to Horizon Sponsor Private Warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $ 11.50 per share.

The Private Warrants have similar terms to the Public Warrants, with the most notable difference relating to the fact that we are unable to redeem the Private Warrants.

As of December 31, 2024, there were 6,519,791 Private Warrants outstanding.

As part of the Merger Transaction, we modified the terms of the Private Warrants.

The modification did not result in a transfer of incremental value to the holders of the Private Warrants.

We issued certain warrants that entitle Horizon Sponsor to purchase shares of Class A common stock at an exercise price of $ 230.00 per share (the “ Private Warrants ”).

The Private Warrants have similar terms to the Public Warrants, but are not redeemable by us.

As of December 31, 2025 and 2024 , there were Private Warrants to purchase 325,989 shares of Class A common stock outstanding.

Exercise Warrants

In connection with the Merger Transaction, we issued to Horizon Sponsor (i) $ 10 Exercise Warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $ 10.00 per share and (ii) $ 15 Exercise Warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $ 15.00 per share.

The Exercise Warrants have similar terms to the Public Warrants, except that they have different exercise prices, an initial term of 10 years , are not redeemable by us and are fully transferable.

As of December 31, 2024 , there were 34,000,000 Exercise Warrants outstanding (comprised of 17,000,000 $ 10 Exercise Warrants and 17,000,000 $ 15 Exercise Warrants).

We issued certain warrants that entitle Horizon Sponsor to purchase shares of Class A common stock at exercise prices of $ 200.00 and $ 300.00 per share (the “ Exercise Warrants ”).

The Exercise Warrants have similar terms to the Public Warrants, but have different exercise prices, an initial term of 10 years , are not redeemable by us, and are fully transferable.

As of December 31, 2025 and 2024 , there were Exercise Warrants to purchase 1,700,000 shares of Class A common stock outstanding ( 850,000 at an exercise price of $ 200.00 per share and 850,000 at an exercise price of $ 300.00 per share).

Mirror Warrants

In connection with the Merger Transaction, Hoya Intermediate issued to us warrants to purchase 17,000,000 Intermediate Units at an exercise price of $ 10.00 per unit (the “$ 10 Mirror Warrants”), warrants to purchase 17,000,000 Intermediate Units at an exercise of $ 15.00 per unit (the “$ 15 Mirror Warrants”), warrants to purchase 24,652,557 Intermediate Units at an exercise price of $ 11.50 per unit (the “$ 11.50 Mirror Warrants” and, together with the $ 10 Mirror Warrants and the $ 15 Mirror Warrants, the “Mirror Warrants”).

The number and terms of the Mirror Warrants are identical to the Public, Private, and Exercise Warrants.

Upon the valid exercise of a Public, Private, or Exercise Warrant, Hoya Intermediate will issue to us an equivalent number of Intermediate Units.

Similarly, if a Public, Private, or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered.

In connection with the Exchange, we tendered 11,365,913 $ 11.50 Mirror Warrants and received 2,727,785 Intermediate Units.

As of December 31, 2024 , there were 47,286,644 Mirror Warrants outstanding (comprised of 17,000,000 $ 10 Mirror Warrants, 17,000,000 $ 15 Mirror Warrants, and 13,286,644 $ 11.50 Mirror Warrants).

Because the Public, Private, and Exercise Warrants are indexed to our equity and meet the equity classification guidance of ASC Topic 815-40, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, they are accounted for as a component of Shareholders' equity and recorded in Additional paid-in capital in the Consolidated Balance Sheets.

The Mirror Warrants eliminate in consolidation and do not impact the presentation of our consolidated financial statements.

Hoya Intermediate issued certain warrants that entitled us to purchase Intermediate Units at exercise prices of $ 200.00 , $ 300.00 , and $ 230.00 per unit (the “ Mirror Warrants ”).

The Mirror Warrants had nearly identical terms to

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

the Public Warrants, Private Warrants, and Exercise Warrants.

If a Public Warrant, Private Warrant, or Exercise Warrant were exercised or tendered, an equivalent number of Mirror Warrants would be exercised or tendered.

As of December 31, 2024 , there were Mirror Warrants to purchase 2,364,331 Intermediate Units outstanding ( 850,000 at an exercise price of $ 200.00 per unit, 850,000 at an exercise price of $ 300.00 per unit, and 664,331 at an exercise price of $ 230.00 per unit).

On October 31, 2025, the Mirror Warrants were terminated in connection with the Corporate Simplification.

As a result, as of December 31, 2025, there were zero Mirror Warrants outstanding.

See Note 1, Background and Basis of Presentation , for more information.

Intermediate Warrants

In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco (i) $ 10 Intermediate Warrants to purchase 3,000,000 Intermediate Units at an exercise price of $ 10.00 per unit and (ii) $ 15 Intermediate Warrants to purchase 3,000,000 Intermediate Units at an exercise price of $ 15.00 per unit .

A portion of the Intermediate Warrants (the Option Contingent Warrants, which consisted of 1,000,000 $ 10 Intermediate Warrants and 1,000,000 $ 15 Intermediate Warrants) were issued in tandem with the Management Options that we issued to members of our management team and would only become exercisable by Hoya Topco if a Management Option was forfeited or expired unexercised.

Because the Intermediate Warrants allow for cash redemption at the option of the warrant holder, they are recorded in Other liabilities in the Consolidated Balance Sheets.

Upon consummation of the Merger Transaction, the fair value of the Intermediate Warrants was determined using the Black-Scholes model and estimated at $ 20.4 million (including $ 1.6 million of Option Contingent Warrants), for which we recorded a warrant liability.

The estimated fair value of the Option Contingent Warrants was adjusted to reflect the probability of forfeiture of the Management Options based on historical forfeiture rates for Hoya Topco profits interests.

On December 7, 2023, Hoya Topco voluntarily terminated all 2,000,000 of the Option Contingent Warrants.

Immediately before such termination, the fair value of the liability related to the Option Contingent Warrants was determined using the Black-Scholes m odel and estimated at $ 1.1 million.

Upon termination, this liability was reduced to zero, with an equivalent increase recorded to Redeemable noncontrolling interests.

As of December 31, 2024, there were 4,000,000 Intermediate Warrants outstanding (comprised of 2,000,000 $ 10 Intermediate Warrants and 2,000,000 $ 15 Intermediate Warrants).

The following assumptions were used to calculate the fair value of the Intermediate Warrants at December 31, 2024 and 2023:

In connection with the Merger Transaction, Hoya Intermediate issued certain warrants that entitled Hoya Topco to purchase Intermediate Units at exercise prices of $ 200.00 and $ 300.00 per unit (the “ Intermediate Warrants ”).

Because the Intermediate Warrants allowed for cash redemption at the discretion of the holder, they met the criteria to be classified as liability instruments and were recorded in Other liabilities in the Consolidated Balance Sheets.

Upon consummation of the Merger Transaction, the fair value of the Intermediate Warrants was determined using the Black-Scholes model and estimated at $ 18.8 million, for which we recorded a warrant liability.

As of December 31, 2024, there were Intermediate Warrants to purchase 200,000 Intermediate Units outstanding ( 100,000 at an exercise price of $ 200.00 per share and 100,000 at an exercise price of $ 300.00 per share).

On October 31, 2025, the Intermediate Warrants were replaced by the Amended Intermediate Warrants (as defined in the “Amended Intermediate Warrants” section below) in connection with the Corporate Simplification.

As a result, as of December 31, 2025, there were zero Intermediate Warrants outstanding.

See Note 1, Background and Basis of Presentation , for more information.

Option Contingent Intermediate Warrants

A portion of the Intermediate Warrants that were issued in connection with the Merger Transaction entitled Hoya Topco to purchase 50,000 Intermediate Units at an exercise price of $ 200.00 per unit and 50,000 Intermediate Units at an exercise price of $ 300.00 per unit (the “ Option Contingent Intermediate Warrants ”).

The Option Contingent Intermediate Warrants were issued in tandem with stock options that we issued to members of our management team (the “ Management Options ”) and were exercisable only if a Management Option were forfeited or expired unexercised.

Upon consummation of the Merger Transaction, the fair value of the Option Contingent Intermediate Warrants was determined using the Black-Scholes model and estimated at $ 1.6 million, for which we recorded a warrant liability.

The estimated fair value of the Option Contingent Intermediate Warrants was adjusted to reflect the probability of forfeiture of the Management Options based on historical forfeiture rates for Hoya Topco profits interests.

On December 7, 2023, Hoya Topco voluntarily terminated the Option Contingent Intermediate Warrants.

Immediately before such termination, the fair value of the liability related to the Option Contingent Intermediate Warrants was determined using the Black-Scholes model and estimated at $ 1.1 million.

Upon such termination, this liability was reduced to zero, with an equivalent increase recorded in Redeemable noncontrolling interests in the Consolidated Balance Sheets.

As a result, as of December 31, 2025 and 2024, there were zero Option Contingent Intermediate Warrants outstanding.

Amended Intermediate Warrants

In connection with the Corporate Simplification, the Intermediate Warrants were amended to, in lieu of providing for the right to purchase Intermediate Units and allowing for cash redemption at the discretion of the holder, instead provide for the right to purchase equal numbers of shares of Class A common stock at equal exercise prices and not allow for cash redemption (as amended, the “ Amended Intermediate Warrants ”).

As a result, the Amended Intermediate Warrants now have substantially similar terms to the Private Warrants.

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NOTES to the Consolidated Financial Statements

Because the Amended Intermediate Warrants no longer allow for cash redemption at the discretion of the holder, they meet the criteria to be classified as equity instruments and, accordingly, were reclassified from Other liabilities to Additional paid-in capital in the Consolidated Balance Sheets as of December 31, 2025.

Immediately before the reclassification, the fair value of the Intermediate Warrants was $ 0.3 million.

As of December 31, 2025 , there were Amended Intermediate Warrants to purchase 200,000 shares of Class A common stock outstanding ( 100,000 at an exercise price of $ 200.00 per share and 100,000 at an exercise price of $ 300.00 per share).

Fair Value Measurements

The following table presents quantitative information about the significant unobservable assumptions applied to the final fair value measurement of the Intermediate Warrants as of October 31, 2025 (the date on which the Intermediate Warrants were reclassified from liability instruments to equity instruments) and the recurring fair value measurement of the Intermediate Warrants as of December 31, 2024:

Significant Unobservable Inputs

Expected term (years)

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Expected dividend yield

For the years ended December 31, 2024 and 2023, the fair value of the Intermediate Warrants decreased by $ 4.0 million and $ 1.0 million, respectively.

For the year ended December 31, 2022, the fair value of the Intermediate Warrants (including the Option Contingent Warrants) decreased by $ 8.2 million.

The change in fair value of the Intermediate Warrants (including, for the year ended December 31, 2022, the Option Contingent Warrants) is recorded in Other income – net in the Consolidated Statements of Operations.

Upon the valid exercise of an Intermediate Warrant for Intermediate Units, we will issue an equivalent number of shares of our Class B common stock to Hoya Topco.

During the years ended December 31, 2025, 2024, and 2023, the fair value of the Intermediate Warrants decreased by $ 5.9 million, $ 4.0 million, and $ 1.0 million, respectively, for which we recognized a gain in all periods.

Gains related to changes in the fair value of the Intermediate Warrants are recorded in Other income – net in the Consolidated Statements of Operations.

Redeemable noncontrolling Interests

As of December 31, 2024, Hoya Topco held 100 % of our Class B common stock and 36.6 % o f the Intermediate Units, representing a redeemable noncontrolling interest in VSI.

At its sole discretion, Hoya Topco has the right to exchange its Intermediate Units for shares of our Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption .

If Hoya Topco elects the redemption to be settled in cash:

(i) the cash used to settle the redemption must be funded through a private or public offering of our Class A common stock;

and (ii) the redemption must be approved by our Board of Directors (our “Board”).

Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income incurred in the period by Hoya Topco’s weighted average percentage allocation of Intermediate Units during the period.

See Note 22, Earnings per Share , for computation of net income attributable to redeemable noncontrolling interests.

Prior to the Corporate Simplification, Hoya Topco held 100 % of our Class B common stock and 36.9 % of the Intermediate Units, which represented a redeemable noncontrolling interest in VSI.

At its discretion, Hoya Topco had the right to exchange its Intermediate Units for shares of Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption.

For periods through the consummation of the Corporate Simplification, net income (loss) attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income (loss) incurred in the period by Hoya Topco’s weighted average percentage allocation of Intermediate Units during the period.

See Note 22, Earnings Per Share , for computation of net income (loss) attributable to redeemable noncontrolling interests.

As a result, our redeemable noncontrolling interests were extinguished, Hoya Intermediate is now a wholly owned subsidiary of VSI, and the net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests for the year ended December 31, 2025 only pertains to the period from January 1, 2025 through October 31, 2025.

See Note 1, Background and Basis of Presentation for more information.

Corporate Simplification

Prior to the Corporate Simplification, VSI held a 63.1 % interest in Hoya Intermediate, and Hoya Topco held the remainder.

Hoya Topco’s interest in Hoya Intermediate represented a redeemable noncontrolling interest.

At its discretion, Hoya Topco had the right to exchange its Intermediate Units for shares of Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption.

See Note 16, Redeemable Noncontrolling Interests , for additional detail on Hoya Topco’s former right to exchange its Intermediate Units.

As the redeemable noncontrolling interests were redeemable upon the occurrence of an event not solely within our control, we classified them as temporary equity.

Our redeemable noncontrolling interests were initially measured

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NOTES to the Consolidated Financial Statements

Hoya Intermediate

Subsequent to the Merger Transaction, Hoya Intermediate has Intermediate Units authorized, issued, and outstanding.

Intermediate Units

As of December 31, 2024, 208,170,326 Intermediate Units were outstanding, which is equivalent to the total number of shares of our Class A common stock and Class B common stock outstanding, net of treasury stock.

VSI holds 63.4 % of the outstanding Intermediate Units as of December 31, 2024, with the remaining 36.6 % representing the redeemable noncontrolling interest held by Hoya Topco.

Subsequent to the Merger Transaction, VSI has Class A common stock and Class B common stock authorized, issued, and outstanding.

Class A Common Stock

Holders of Class A common stock are entitled to full economic rights in VSI, including the right to receive dividends when and if declared by our Board, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Each holder of Class A common stock is entitled to one vote for each share held.

Class B Common Stock

Holders of Class B common stock are entitled to one vote for each share held but do not have economic rights in VSI.

However, holders of Class B common stock receive one Intermediate Unit for each share, entitling them to economic rights in our operating entity, Hoya Intermediate (see Note 16, Redeemable Noncontrolling Interests ).

Holders of Class A common stock and Class B common stock vote as a single class on all matters requiring a shareholder vote.

Following the Merger Transaction, the number of shares of Class A common stock and Class B common stock outstanding, net of treasury stock, is equal to the quantity of Intermediate Units outstanding.

Share Repurchases

On May 25, 2022, our Board authorized a share repurchase program for up to $ 40.0 million of our Class A common stock (the “2022 Share Repurchase Program”).

The 2022 Share Repurchase Program was announced on May 26, 2022 and its authorization was fully utilized during the year ended December 31, 2022 and the three months ended March 31, 2023.

As of December 31, 2023 and 2022, we repurchas ed approximately 5.3 million shares of our Class A common stock for approximately $ 40.0 million a nd approximately 4.3 million shares of our Class A common stock for approximately $ 32.5 million, respectively, under the 2022 Share Repurchase Program, for which we recorded approximately $ 0.1 million in commissions and excise taxes.

Pursuant to the underwriting agreement for the December 2023 Secondary Offering (defined below), we repurchased approximately 2.0 million shares of our Class A common stock from the underwriters at a price of $ 6.24 per share (the same price per share paid by the underwriters to Hoya Topco) on December 12, 2023.

On February 29, 2024, our Board authorized a share repurchase program for up to $ 100.0 million of our Class A common stock (the “2024 Share Repurchase Program”).

The 2024 Share Repurchase Program was publicly announced on March 5, 2024 and does not have a fixed expiration date.

As of December 31, 2024, we repurchased approximately 4.1 million shares of our Class A common stock for approximately $ 22.8 million under the 2024 Share Repurchase Program, for which we recorded approximately $ 0.1 million in commissions and excise taxes.

As of December 31, 2024, approximately $ 77.2 million remained available for future repurchases under the 2024 Share Repurchase Program.

at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction.

Subsequent remeasurements of our redeemable noncontrolling interests (which were based on the fair value of our Class A common stock) were recorded as a deemed dividend each reporting period, which reduced Retained earnings, if any, or Additional paid-in capital in the Consolidated Balance Sheets.

As a result, our redeemable noncontrolling interests were extinguished and Hoya Intermediate is now a wholly owned subsidiary of VSI.

See Note 1, Background and Basis of Presentation for more information.

Share Repurchase Program

On February 29, 2024, our Board authorized a share repurchase program for up to $ 100.0 million of Class A common stock (the “ Share Repurchase Program ”).

The Share Repurchase Program was publicly announced on March 5, 2024, does not have a fixed expiration date, and does not obligate us to purchase any minimum number of shares.

During the years ended December 31, 2025 and 2024, we repurchased 0.4 million and 0.2 million shares of Class A common stock, respectively, under the Share Repurchase Program, for which we paid $ 18.1 million and $ 22.8 million, respectively, and incurred commissions and excise taxes of $ 0.3 million and $ 0.1 million, respectively.

As of December 31, 2025, we recognized a liability of $ 0.1 million for unpaid excise taxes related to repurchases of Class A common stock, which is recorded in Accrued expenses and other current liabilities in the Consolidated Balanced Sheets.

Cumulatively as of December 31, 2025, we have repurchased 0.6 million shares of Class A common stock under the Share Repurchase Program, for which we have paid $ 40.9 million and incurred commissions and excise taxes of $ 0.4 million.

As of December 31, 2025, $ 59.1 million remained available for future repurchases under the Share Repurchase Program.

All of the above share repurchases were accounted for as equity transactions and are recorded in Treasury stock in the Consolidated Balance Sheets.

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NOTES to the Consolidated Financial Statements

2023 Secondary Offerings

In 2023, Hoya Topco, as selling stockholder, completed the following public offerings of shares of our Class A common stock:

In 2023, Hoya Topco, as selling stockholder, completed the following public offerings of shares of Class A common stock:

• On May 22, 2023, it sold 0.8 million shares, and on June 15, 2023, it sold 0.1 million shares pursuant to the full exercise of the underwriters ’ option to purchase additional shares (collectively, the “ June 2023 Secondary Offering ” ).

The shares were purchased by the underwriters for $ 153.60 per share and sold at a public offering price of $ 160.00 per share.

Hoya Topco exchanged 18.4 million shares of our Class B common stock and 18.4 million Intermediate Units for the shares that it sold.

Hoya Topco exchanged 0.9 million shares of Class B common stock and 0.9 million Intermediate Units for the shares that it sold.

We did no t receive any proceeds from Hoya Topco ’s sale of shares in the June 2023 Secondary Offering.

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The shares were purchased by the underwriters for $ 124.80 per share and, other than the 0.1 million shares that we repurchased, sold at a public offering price of $ 130.00 per share.

Hoya Topco exchanged 23.6 million shares of our Class B common stock and 23.6 million Intermediate Units for the shares that it sold.

Hoya Topco exchanged 1.2 million shares of Class B common stock and 1.2 million Intermediate Units for the shares that it sold.

We did no t receive any proceeds from Hoya Topco’s sale of shares in the December 2023 Secondary Offering.

During the year ended December 31, 2023 , we recognized expenses of $ 1.5 million and $ 0.7 million for fees incurred in relation to the June 2023 Secondary Offering and the December 2023 Secondary Offering, respectively, both of which are recorded in General and administrative expenses in the Consolidated Statements of Operations.

During the year ended December 31, 2023 , we recognized an expense of $ 2.2 million for fees incurred in relation to the 2023 Secondary Offerings, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in each component of accumulated other comprehensive income (loss) attributable to Class A common stockholders during the years ended December 31, 2024 and 2023 (in thousands):

Unrealized Gain on Note

Foreign Currency Translation Adjustment

The following table summarizes the changes in each major component of Accumulated other comprehensive income (loss) attributable to Class A common stockholders during the years ended December 31, 2025 and 2024 (in thousands):

Accumulated Unrealized Gain on Note

Accumulated Foreign Currency Translation Adjustment

Accumulated Other Comprehensive Income (Loss)

Balance at January 1, 2023

Recognized in other comprehensive income

Balance at December 31, 2023

Recognized in other comprehensive loss

Balance at December 31, 2024

Balances at January 1, 2024

Recorded in Other comprehensive income (loss)

Balances at December 31, 2024

Recorded in Other comprehensive income (loss)

Mergers and exchange of Class B common stock for Class A common stock in connection with Corporate Simplification

Balances at December 31, 2025

Commitments and Contingencies

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From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in management’s opinion, could have a material effect on our business, financial position, or results of operations other than those matters discussed below.

We are a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout.

A final order approving the settlement of this lawsuit was entered by the court in August 2020.

In January 2022, we issued coupons to certain class members.

Other class members were notified in 2022 that they are eligible to submit a claim for a coupon.

As of December 31, 2024 and 2023, a liability of $ 0.9 million was recorded in Accrued expenses

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

and other current liabilities in the Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date.

We have been a defendant in multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 restrictions.

A final order approving the settlement of one such lawsuit was entered by the court in November 2021 , pursuant to which we paid $ 4.5 million (after insurance) to fund a claims settlement pool in 2021 that was fully disbursed in 2022.

A final order approving the settlement of another such lawsuit was entered by the court on January 31, 2023, pursuant to which we paid $ 3.3 million (after insurance) to cover legal and administrative fees and approved claims, payments for which were made in August 2023.

We had no accrued liability as of December 31, 2024 and 2023 related to these matters.

We are a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act.

An order preliminarily approving the settlement of this lawsuit was entered by the court on September 27, 2024, which remains subject to final court approval and which will be covered in full by insurance.

As of December 31, 2024, a liability of $ 0.3 m illion was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to this matter.

We had no accrued liability as of December 31, 2023 related to this matter.

We were a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout.

A final order approving the settlement of this lawsuit was entered by the court in 2020.

In 2022, certain class members were issued coupons and other class members were notified that they were eligible to submit a claim for a coupon.

As of December 31, 2025 and 2024, a liability of $ 0.9 million was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date.

We were a defendant in a class action lawsuit regarding customer compensation for cancellations related to COVID-19 restrictions.

A final order approving the settlement of this lawsuit was entered by the court on January 31, 2023, pursuant to which we paid $ 3.3 million (after insurance) to cover legal and administrative fees and approved claims, payments for which were made in August 2023.

We had no accrued liability as of December 31, 2025 and 2024 related to this matter.

We were a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act.

A final order approving the settlement of this lawsuit was entered by the court on January 29, 2025 , pursuant to which $ 0.3 million was paid to cover approved claims and legal and administrative fees.

This amount, which was covered in full by insurance, was paid on March 28, 2025.

As of December 31, 2025, we had no accrued liability related to this matter.

As of December 31, 2024, a liability of $ 0.3 million was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to this matter.

Indirect Taxes

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In response, most jurisdictions have adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and begun collecting tax where required by statute.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

It is reasonably possible that state or local governments will continue to adopt or interpret laws such that we will be required to calculate, collect, and remit taxes on sales in their jurisdictions.

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A successful assertion by one or more such jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest.

Based on our analysis of certain foreign indirect tax regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in the jurisdictions where we believe a risk of loss is probable and reasonably estimable.

Based on our analysis of certain foreign indirect tax regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in all jurisdictions where we believe a risk of loss is probable and reasonably estimable.

We will continuously monitor foreign regulations and will implement required collection and remittance procedures if and when we are subject thereto.

As of December 31, 2024 and 2023, a liability of $ 7.5 million and $ 3.2 million, respectively, was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to uncollected indirect taxes (including sales taxes).

This liability is inclusive of both U.S.

and foreign jurisdictions where we believe it is probable we should remit but have not collected all required amounts from customers and is reduced by abatements received.

The net expense related to uncollected indirect taxes (including sales taxes) during the years ended December 31, 2024, 2023, and 2022 was $ 5.8 million, $ 3.2 million, and $ 2.8 million, respectively, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

As of December 31, 2025 and 2024, we recognized a liability of $ 3.4 million and $ 7.5 million, respectively, related to uncollected indirect taxes (including sales taxes).

This uncollected indirect tax liability, which is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets, increases when accruals are made in jurisdictions where we believed it was probable we should remit payment to U.S.

and foreign governmental tax authorities before all required amounts are collected from the customer and decreases when we receive abatements and/or recognize other reductions to the balance.

During the years ended December 31, 2025, 2024, and 2023 we recognized a net benefit of $ 0.8 million, a net expense of $ 5.8 million, and a net expense of $ 3.2 million, respectively, related to the liability for uncollected indirect taxes (including sales taxes).

The net expense/benefit related to the liability for uncollected indirect taxes (including sales taxes) is recorded in General and administrative expenses in the Consolidated Statements of Operations.

Sponsorship Loan

On August 23, 2024, we and a privately held company entered into a sponsorship and custom content partnership agreement that provides us with various marketing services in exchange for our issuance of an interest-free loan payable in installments that could total a maximum of $ 5.0 million (the “Sponsorship Loan”).

On August 23, 2024, we and a privately held company entered into a sponsorship and custom content partnership agreement providing us with various marketing services in exchange for our issuance of an interest-free loan payable in installments that could total a maximum of $ 5.0 million (the “ Sponsorship Loan ”).

We account for the Sponsorship Loan as a note receivable in accordance with ASC Topic 310, Receivables .

As of December 31, 2024, we have disbursed $ 2.0 million of the Sponsorship Loan (the “2024 Sponsorship Loan”).

If certain conditions are met,

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

we will issue an additional interest-free $ 1.5 million loan in each of September 2025 and September 2026.

While there is no stated maturity date for the 2024 Sponsorship Loan, we are entitled to a portion of advertising revenue received by the counterparty until the 2024 Sponsorship Loan is repaid in full.

The 2024 Sponsorship Loan had a carrying value of $ 1.8 million as of December 31, 2024, which is recorded in Other assets in the Consolidated Balance Sheets.

Additionally, we recognized less than $ 0.1 million of imputed interest income for the 2024 Sponsorship Loan during the year ended December 31, 2024, which is recorded in Interest expense – net in the Consolidated Statements of Operations.

On August 26, 2024, we disbursed $ 2.0 million of the Sponsorship Loan.

While there is no stated maturity date for the Sponsorship Loan, we are entitled to a portion of advertising revenue received by the counterparty until it is repaid in full.

On June 30, 2025, we recorded a full write-off on the outstanding balance of the Sponsorship Loan as a result of the counterparty filing for bankruptcy.

The Sponsorship Loan’s carrying amount was written down to zero, reflecting the expectation of no recoverable amount under ASC Topic 326, Measurement of Credit Losses on Financial Instruments .

During the year ended December 31, 2025, we recognized a loss of $ 2.0 million in connection to the write-off of the Sponsorship Loan, which is recorded in Other income – net in the Consolidated Statements of Operations.

Related –Party Transactions

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Todd Boehly, a member of our Board, serves on the board of directors of Viral Nation and is the Co-Founder, Chairman, and CEO of Eldridge Industries, LLC (“ Eldridge ”), which owns greater than 10% of Viral Nation.

For Viral Nation’s services, we recognized an expense of $ 0.3 million, $ 1.7 million, and $ 0.8 million during the years ended December 31, 2024, 2023, and 2022, respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Operations.

For Viral Nation’s services, we recognized an expense of $ 0.3 million and $ 1.7 million during the years ended December 31, 2024 and 2023, respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Operations.

We did no t recognize an expense for Viral Nation’s services during the year ended December 31, 2025.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Rolling Stone

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Todd Boehly, a member of our Board, is the Co-Founder, Chairman, and CEO of Eldridge, which owns greater than 10% of Rolling Stone.

In relation to a strategic partnership with Rolling Stone, we recognized an expense of $ 0.7 million and $ 0.9 million during the years ended December 31, 2023 and 2022 , respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Operations.

We did no t recognize an expense in relation to this strategic partnership during the year ended December 31, 2024.

In relation to a strategic partnership with Rolling Stone, we recognized an expense of $ 0.7 million during the year ended December 31, 2023.

We did no t recognize an expense in relation to the strategic partnership with Rolling Stone during the years ended December 31, 2025 and 2024.

Los Angeles Dodgers

The Los Angeles Dodgers are an MLB team based in Los Angeles, California.

The Los Angeles Dodgers are a Major League Baseball team based in Los Angeles, California.

Todd Boehly, a member of our Board, owns greater than 10% of the Los Angeles Dodgers.

In relation to a strategic partnership with the Los Angeles Dodgers, including our designation as the official ticket marketplace of the Los Angeles Dodgers and certain other advertising, marketing, promotional, and sponsorship benefits, we recognized an expense of $ 2.2 million and $ 1.5 million during the years ended December 31, 2024 and 2023 , respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Operations.

In relation to a strategic partnership with the Los Angeles Dodgers, including our designation as the official ticket marketplace of the Los Angeles Dodgers and certain other advertising, marketing, promotional, and sponsorship benefits, we recognized an expense of $ 2.2 million and $ 1.5 million during the years ended December 31, 2024 and 2023, respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Op erations.

We did no t recognize an expense in relation to the strategic partnership with the Los Angeles Dodgers during the year ended December 31, 2025.

Tax Receivable Agreement

(“ Mabl ”) is a software company that uses its proprietary AI-powered platform to provide automation support and other similar technology services.

Martin Taylor, a former member of our Board, is a Senior Managing Director at Vista Equity Partners, which is an investor in Mabl.

For Mabl's services, we recognized an expense of $ 0.2 million, less than $ 0.1 million , and zero during the years ended December 31, 2025, 2024, and 2023, respectively, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

In connection with the Merger Transaction, we entered into the TRA with the existing Hoya Intermediate unitholders.

For more information, see “Tax Receivable Agreement” in Note 20, Income Taxes .

See “TRA” in Note 20, Income Taxes , for more information.

See Note 1, Background and Basis of Presentation and “TRA” in Note 20, Income Taxes for more information.

Share Repurchase

Hoya Topco controls 36.6 % of the voting power of our outstanding common stock.

On December 12, 2023, we repurchased 0.1 million shares of Class A common stock from the underwriters of the December 2023 Secondary Offering.

1 unchanged sentence

We paid the same price per share to the underwriters, which was funded with cash on hand.

For more information, see Note 17, Equity .

See Note 17, Equity , for more information.

VSI is subject to U.S.

federal and state income taxes with respect to our allocable share of any taxable income of Hoya Intermediate, as well as any stand-alone income we generate.

Hoya Intermediate is organized as a limited liability company and treated as a partnership for federal and state income tax purposes.

Generally, entities characterized as a partnership for federal and state income tax purposes are not subject to entity-level income taxes.

Hoya Intermediate’s taxable income or loss is passed through to its members, including VSI and Hoya Topco, each

federal and state income taxes with respect to our allocable share of any taxable income (loss) of Hoya Intermediate, other subsidiaries of VSI, and any standalone income (loss) we generate.

Hoya Intermediate is organized as a limited liability company, whereas the other subsidiaries of VSI are treated as corporations and will separately file and pay taxes apart from VSI in various jurisdictions, including the United States (federal, state, and local), Canada, Japan, Luxembourg, and the United Kingdom.

For periods prior to the Corporate Simplification, Hoya Intermediate was treated as a partnership for federal and state income tax purposes and was generally not subject to entity level income taxes.

During those periods, Hoya Intermediate’s taxable income (loss) was passed through to its members, including VSI and Hoya Topco, each of whom were responsible for their own U.S.

federal and state income taxes.

Following the Corporate Simplification, Hoya Intermediate continued to be treated as a partnership, with VSI now indirectly holding all of its units.

See Note 1, Background and Basis of Presentation , for more information.

During the three months and year ended December 31, 2025, VSI also completed an internal legal entity restructuring to further simplify its organizational structure and align its U.S.

operations within a single U.S.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

of whom are responsible for their own U.S.

federal and state income taxes.

Other subsidiaries of VSI are treated as corporations and will separately file and pay taxes apart from VSI in various jurisdictions, including the United States (federal, state, and local), Canada, Japan and the United Kingdom.

We anticipate this structure to remain in existence for the foreseeable future.

Components of income before income taxes for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):

consolidated tax group.

The restructuring included a series of stock and partnership interest contributions leading to the conversion of Hoya Intermediate from a partnership to a disregarded entity for U.S.

federal and state income tax purposes, with VSI continuing to hold all of its units.

As a result, we now account for our deferred taxes related to the operations of Hoya Intermediate based on the financial accounting to income tax basis differences of the assets and liabilities held by Hoya Intermediate, where prior to the Corporate Simplification and the legal entity restructuring, we accounted for our deferred taxes related to the operations of Hoya Intermediate based on the financial accounting to income tax basis differences of our investment in Hoya Intermediate.

The following table presents the major components of income (loss) before income taxes and income tax expense (benefit) during the years ended December 31, 2025, 2024, and 2023 (in thousands):

Years Ended December 31,

United States

Income before income taxes

During the years ended December 31, 2024, 2023, and 2022, significant components of income tax expense (benefit) were as follows (in thousands):

Income (loss) before income taxes

Years Ended December 31,

federal income tax expense (benefit)

State and local income tax expense

federal income tax expense

Foreign federal income tax expense

Current income tax expense

State and local income tax expense (benefit)

Current income tax expense (benefit)

federal income tax expense (benefit)

State and local income tax expense (benefit)

Foreign federal income tax benefit

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Income tax expense (benefit)

A reconciliation of income taxes computed at the U.S.

federal statutory income tax rate of 21 % to the rate of our income tax expense (benefit) for the years ended December 31, 2024, 2023, and 2022 was as follows:

We adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025.

The following table presents the required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory income tax expense and rate to our actual global effective income tax expense and rate for the year ended December 31, 2025 (in thousands, except percentages):

federal statutory income tax rate

State and local income taxes, net of federal (1)

Foreign tax effects

Effect of cross-border tax laws

Change in valuation allowance

Nontaxable or nondeductible items:

Redeemable noncontrolling interests

Changes to TRA liability

Changes in unrecognized tax benefits

Deferred tax adjustment

Income tax expense

(1) State and local income taxes in California, Illinois, and New York made up more than 50% of the tax effect in this category.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax rate of 21 % to our actual global effective income tax rate for the years ended December 31, 2024 and 2023:

Years Ended December 31,

federal statutory income tax rate

State income taxes

State and local income taxes, net of federal

Foreign rate differential

1 unchanged sentence

Change in valuation allowance

Deferred tax partnership adjustment

Deferred tax adjustment

Research and development credit

Impact of restructuring

Limitation on compensation deductions

Equity-based compensation shortfall

Equity-based compensation

Tax rate change

Impact of restructuring

Income tax expense (benefit)

The following table presents cash paid for income taxes by jurisdiction for the year ended December 31, 2025 (in thousands):

Cash paid for U.S.

income taxes:

State and local

Total cash paid for U.S.

Cash paid for foreign federal income taxes:

Total cash paid for foreign federal income taxes

Cash paid for income taxes

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

As of December 31, 2024 and 2023, our deferred tax balances consisted of the following (in thousands):

The following table summarizes our deferred tax balances at December 31, 2025 and 2024 (in thousands):

Deferred tax assets – net

Net operating loss

Equity-based compensation

Interest carryforwards

Intangible assets and goodwill

Accrued customer compensation

Cancellation reserve

Operating lease liabilities

Investment in partnership

Tax Receivable Agreement

Equity-based compensation

Deferred tax assets

Total deferred tax assets

valuation allowance

2 unchanged sentences

Intangible assets

Right-of-use assets

Total deferred tax liabilities

Net deferred tax asset / (liabilities)

As of December 31, 2024, our deferred tax assets were primarily the result of our investment in partnership, the TRA, net operating losses, interest limitations, and tax credit carryforwards.

We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized.

As of December 31, 2024, we have recorded a valuation allowance for the tax benefits of a portion of our investment in partnership deferred tax assets.

In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

After considering all those factors, we recorded a $ 26.2 million valuation allowance against our deferred tax assets, as we have determined these assets are not more likely than not to be realized as of December 31, 2024.

Excluded from the deferred tax asset for investment in partnership above is a portion of the income tax basis in the partnership investment that will only reverse upon sale as a capital loss.

As of December 31, 2025, we maintained a $ 200.3 million valuation allowance against the tax benefits of our U.S.

net deferred tax assets because we determined these assets are not more likely than not to be realized as of December 31, 2025.

In making this determination, we considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income (loss), tax planning strategies, and recent results of operations.

Excluded from the deferred tax asset for investment in partnership at December 31, 2024 is a portion of the income tax basis in the partnership investment that will only reverse upon sale as a capital loss.

As we do not expect to have sufficient sources of future capital gains to offset this future capital loss, we have not disclosed a deferred tax asset for this portion of the basis difference in the investment in the partnership, nor the associated valuation allowance.

We estimate that up to $ 10.7 million of future valuation allowance release associated with the excluded portion of the deferred tax asset and valuation allowance may result from future ownership changes.

We continue to disclose the deferred tax asset associated with items expected to be recovered through ordinary business operations;

We disclose the deferred tax asset associated with items expected to be recovered through ordinary business operations;

however, the portion of deferred tax asset disclosed for which no ordinary tax benefit is expected due to partnership allocation rules is offset by a valuation allowance.

The following table summarizes the changes in the carrying amount of our deferred tax asset valuation allowance in 2024, 2023, and 2022 (in thousands):

The following table summarizes the changes in the carrying amount of our deferred tax asset valuation allowance during the years ended December 31, 2025, 2024, and 2023 (in thousands):

Valuation allowance at beginning of year

Prior period adjustments (1)

Credited to costs and expenses

Charged (credited) to costs and expenses

Charged (credited) to other accounts

Valuation allowance at end of year

(1) In 2022, this adjustment relates to a true-up of the investment in partnership deferred tax asset and related valuation allowance which has been updated to remove partnership tax basis that we expect will only reverse upon sale as a capital loss.

In 2023, there was an adjustment to the investment in partnership and net operating

(1) In 2023, there was an adjustment to the investment in partnership and net operating loss deferred tax assets and related valuation allowance.

This adjustment had no net impact to income tax benefit during the year ended December 31, 2023.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

loss deferred tax assets and related valuation allowance.

These adjustments had no net impact to our income tax benefit in either period.

As of December 31, 2022, a full valuation allowance was maintained against our U.S.

deferred tax assets on the basis of our reassessment of the amount of the deferred tax assets that are more likely than not to be realized.

As of each reporting date we consider new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets.

During the year ended December 31, 2023 , in part because in the current year we entered into a cumulative income position in the U.S.

federal tax jurisdiction, we determined that there is sufficient positive evidence to conclude that it is more likely than not that deferred tax assets of $ 31.3 million associated with our investment in partnership, U.S.

net operating losses, interest limitations, and tax credit carryforwards are realizable.

We therefore reduced the valuation allowance accordingly.

As of December 31, 2024, after reassessing the realizability of our deferred tax assets, we reduced the valuation allowance by $ 6.1 million.

As of December 31, 2022 , we determined that there was sufficient positive evidence to conclude that it is more likely than not that our Canadian deferred taxes of $ 1.9 million are realizable.

As of June 30, 2023, in part because in the current year we entered into a cumulative income position in the U.S.

federal tax jurisdiction, we determined that there was sufficient positive evidence to conclude that it was more likely than not that deferred tax assets of $ 31.3 million associated with our investment in partnership, U.S.

net operating losses, interest expense limitations, and tax credit carryforwards were realizable.

We therefore reduced the valuation allowance accordingly.

As of December 31, 2024, after reassessing the realizability of our deferred tax assets, we reduced the valuation allowance by $ 6.1 million associated with the investment in partnership deferred tax asset.

As of June 30, 2025, in part because during the three months ended June 30, 2025 we (i) recorded a significant impairment of our goodwill and certain indefinite-lived intangible assets, (ii) entered into a cumulative loss position, and (iii) had a negative trend in earnings in the United States, we determined that there was sufficient negative evidence to conclude that our U.S.

deferred tax assets associated with our investment in partnership, TRA, U.S.

net operating losses, interest expense limitations, and tax credit carryforwards were not realizable.

We therefore increased the valuation allowance accordingly.

As of December 31, 2025, we maintained a valuation allowance against our net U.S.

deferred tax assets of $ 200.3 million, as these assets are not more likely than not to be realized.

At December 31, 2025, we had U.S.

federal and state deferred interest carryforwards totaling $ 60.8 million, U.S.

state operating loss carryforwards totaling $ 50.5 million, and U.S.

1 unchanged sentence

Certain of the U.S.

federal and state operating loss carryforwards begin to expire in 2029 with the remainder of the federal and state net operating loss carryforwards having no expiration date.

Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 as a result of the historical acquisitions.

federal and state operating loss carryforwards begin to expire in 2029 with the remainder of the U.S.

federal and state net operating loss carryforwards having no expiration date.

Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 (as amended, the “ Code ”), as a result of the historical acquisitions.

At December 31, 2025, with respect to our operations outside the United States, we had foreign operating loss carryforwards totaling $ 2.7 million, which begin to expire in 2037 .

At December 31, 2024, we were not indefinitely reinvested on undistributed earnings from our foreign operations and the deferred tax liability associated with the future repatriation of these earnings is immaterial.

At December 31, 2025 , we were not indefinitely reinvested on undistributed earnings from our foreign operations.

The deferred tax liability associated with the future repatriation of these earnings was $ 0.1 million.

ASC Topic 740, Income Taxes , prescribes a recognition threshold of more likely than not to be sustained upon examination as it relates to the accounting for uncertainty in income tax benefits recognized in an enterprise’s financial statements.

The following table summarizes the changes in the carrying amount of our unrecognized benefits related to a tax refund in 2024, 2023, and 2022 (in thousands):

The following table summarizes the changes in the carrying amount of our unrecognized benefits related to a tax refund during the years ended December 31, 2025, 2024, and 2023 (in thousands):

Unrecognized tax benefits at beginning of year

Tax positions taken in the prior year

Reductions due to lapse of statute of limitations

Unrecognized tax benefits at end of year

Interest and penalties associated with income taxes are recorded in Income tax expense (benefit) in the Consolidated Statements of Operations.

A liability of $ 1.4 million has been recognized related to interest and penalties as of December 31, 2024, $0.8 million of which was accrued during the year ended December 31, 2024 2024.

The total amount of gross unrecognized tax benefits that, if recognized, would impact the effective tax rate is $ 7.5 million as of December 31, 2024.

Due to the expiration of the applicable statute of limitations, it is reasonably possible that our gross unrecognized tax benefits may decrease by $ 7.5 million within the next 12 months.

We are subject to routine audits by taxing jurisdictions.

1 unchanged sentence

There are currently no audits for any tax periods in progress.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into the TRA with the existing Hoya Intermediate unitholders that provides for our payment to such unitholders of 85 % of the amount of any tax savings that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units, (ii) existing tax basis (including depreciation and amortization deductions arising

In connection with the Merger Transaction, we entered into the TRA with the existing Hoya Intermediate unitholders that provided for our payment to such unitholders of 85 % of the amount of any tax savings that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to:

(i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units;

(ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate or its subsidiaries;

and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA.

In connection with the 2023 Secondary Offerings, Hoya Topco exchanged Intermediate Units and, as a result, we recorded a liability of $ 165.2 million, a deferred tax asset of $ 75.2 million related to the 2023 Secondary Offerings and projected payments under the TRA, a decrease to Additional paid-in capital of $ 95.8 million, and a $ 5.8 million income tax benefit related to valuation allowance releases on the portion of the deferred tax asset associated with

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA.

In connection with the 2023 Secondary Offerings, Hoya Topco exchanged Intermediate Units and, as a result, we recorded a liability of $ 165.2 million, a deferred tax asset of $ 75.2 million related to the 2023 Secondary Offerings and projected payments under the TRA, a decrease to additional paid-in capital of $ 95.8 million, and a $ 5.8 million income tax benefit related to valuation allowance releases on the portion of the deferred tax asset associated with the basis difference in the investment in the partnership excluded from the disclosure of deferred tax asset and valuation allowance.

the basis difference in the investment in the partnership excluded from the disclosure of deferred tax asset and valuation allowance.

We also recognized an income tax benefit of $ 14.0 million related to the release of valuation allowances at the time of the 2023 Secondary Offerings.

In 2024, the TRA liability was remeasured and reduced by $ 6.0 million.

The decrease was primarily due to changes in the state tax rate and our existing tax basis allocations.

In connection with the remeasurement of the TRA liability, during the year ended December 31, 2024, we recorded a decrease in Deferred tax assets – net of $ 2.8 million and recognized $ 6.0 million of income, which is recorded in Other income – net in the Consolidated Statements of Operations.

TRA-related liabilities are classified as current or long-term based on the expected date of payment.

As of December 31, 2024, $ 4.0 million is due within 12 months and is recorded as a current liability in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

The remaining amount is long-term and is recorded in TRA liability in the Consolidated Balance Sheets.

Amounts payable under the TRA are contingent upon the generation of future taxable income over the term of the TRA and future changes in tax laws.

If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related payments.

As of December 31, 2024, we estimate that the tax savings associated with all tax attributes described above would aggregate to approximately $ 187.9 million.

Under this scenario, we would be required to pay approximately 85 % of such amount, or $ 159.7 million, primarily over the next 14 years.

As of June 30, 2025, we determined that it was no longer probable that we will generate sufficient future taxable income to support a significant amount of the balance of the TRA liability previously recorded.

After evaluating all available positive and negative evidence, we determined that significant negative objective and verifiable evidence (including cumulative losses generated by our domestic operations) existed to change our conclusion regarding the future realization of our deferred tax assets, which therefore significantly impacts the amount of future TRA payments that are probable to be made.

As a result, the TRA liability was reduced by $ 149.2 million, which is recorded in Other income – net in the Consolidated Statements of Operations.

As a result of the Corporate Simplification, we will no longer have a TRA liability.

The termination of the TRA liability resulted in the recognition of a $ 0.9 million gain, which is recorded in Other income – net in the Consolidated Statements of Operations.

See Note 1, Background and Basis of Presentation , for more information.

On July 4, 2025, a reconciliation bill commonly referred to as the One Big Beautiful Bill Act (the “ OBBB Act ”) was signed into law, which included a broad range of tax reform provisions that may affect our financial results.

The OBBB Act allows an elective deduction for domestic research and development, a reinstatement of elective 100% first-year bonus depreciation, and modifications to the calculation for excess business interest expense limitations under Section 163(j) of the Code.

Our analysis shows that the OBBB Act did not have a material impact on our consolidated financial statements during the year ended December 31, 2025.

We will continue to monitor regulatory guidance and interpretations as they are issued.

Equity-Based Compensation

Our 2021 Incentive Award Plan (as amended, the “2021 Plan”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, non-employee directors, and consultants.

The 2021 Plan became effective in October 2021 upon consummation of the Merger Transaction, and the First Amendment to the 2021 Plan became effective on February 5, 2024.

RSUs are denominated in a hypothetical equivalent number of shares of our Class A common stock.

Our 2021 Incentive Award Plan (as amended, the “ Incentive Award Plan ”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors, non-employee directors, and consultants.

The Incentive Award Plan became effective in 2021 upon consummation of the Merger Transaction, and the First Amendment to the Incentive Award Plan became effective on February 5, 2024.

In connection with the Reverse Stock Split, proportionate equitable adjustments were made to the number of shares of Class A common stock issuable under the Incentive Award Plan, as well as to the number of shares of Class A common stock underlying outstanding RSUs and stock options (and the exercise prices thereof).

All share and per share amounts set forth reflect these adjustments.

See Note 1, Background and Basis of Presentation , for more information.

RSUs are awards that are denominated in a hypothetical equivalent number of shares of Class A common stock.

The value of each RSU is equal to the fair value of our Class A common stock on the grant date.

Each RSU is settled in a share of our Class A common stock after vesting.

Each RSU converts into shares of Class A common stock upon vesting.

During the years ended December 31, 2025, 2024, and 2023, we granted to certain employees 1.9 million, 0.6 million, and 0.1 million RSUs, respectively, at a weighted average grant date fair value of $ 23.90 per share, $ 106.00 per share, and $ 143.60 per share, respectively.

RSUs granted to employees vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date.

During the years ended December 31, 2024, 2023, and 2022 , we granted to our directors 0.3 million, 0.1 million, and 0.1 million RSUs, respectively, at a weighted average grant date fair value of $ 5.24 per share, $ 7.68 per share, and $ 8.85 per share, respectively.

RSUs granted to directors fully vest on the earlier of (i) one day prior to the date of our first annual meeting of stockholders following the grant date and (ii) the first anniversary of the grant date, subject to the director ’s continued service on our Board through the applicable vesting date.

During each of the years ended December 31, 2024, 2023, and 2022 , we granted to certain consultants less than 0.1 million RSUs at a weighted average grant date fair value of $ 3.70 per share, $ 7.98 per share, and $ 8.94 per share,

During the years ended December 31, 2025, 2024, and 2023, we granted to our directors less than 0.1 million RSUs at a weighted average grant date fair value of $ 30.40 per share, $ 104.80 per share, and $ 153.60 per share, respectively.

RSUs granted to directors fully vest on the earlier of (i) one day prior to the date of our first annual

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

respectively.

RSUs granted to consultants either fully vest on the first anniversary of the grant date or in equal annual installments over three years, subject to the consultant’s continued service through the applicable vesting date.

A summary of the total activity for RSUs during the years ended December 31, 2024 and 2023 is as follows (in thousands, except per RSU data):

meeting of stockholders following the grant date and (ii) the one-year anniversary of the grant date, subject to the director’s continued service on our Board.

During the years ended December 31, 2025, 2024, and 2023, we granted to certain consultants less than 0.1 million RSUs at a weighted average grant date fair value of $ 14.94 per share, $ 74.00 per share, and $ 159.60 per share, respectively.

RSUs granted to consultants either fully vest on the first anniversary of the grant date or in equal annual installments over three years, in each case subject to the consultant’s continued service through the applicable vesting date.

As of December 31, 2025 , 0.4 million forfeited RSUs, previously held by certain former executives prior to their departure, were subject to reissuance and immediate vesting in the event of a Change in Control (as defined in the Incentive Award Plan) occurring within 12 months of their respective separation dates.

The following table summarizes the total activity for RSUs during the years ended December 31, 2025 and 2024 (in thousands, except per RSU data):

Weighted Average Grant Date Fair Value Per RSU

3 unchanged sentences

Stock Options

Our stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant (or modification) date.

Our stock option awards vest over three years, with one-third vesting on the one-year anniversary of the grant date and the remaining options vesting on a quarterly basis thereafter.

Stock options provide for the purchase of shares of Class A common stock in the future at an exercise price set on the grant (or modification) date.

Our stock option awards vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining options vesting on a quarterly basis thereafter.

Stock options granted to employees have a contractual term of ten years from the grant date, subject to the employee’s continued service through the applicable vesting date.

5 unchanged sentences

On November 2, 2021, the exercise price of the outstanding 2021 Stock Options with an exercise price of $ 261.80 per share was modified and reduced by $ 4.60 per share to $ 257.20 per share (the “ 2021 Stock Option Modification ”).

The amount recognized in compensation expense related to the 2021 Stock Option Modification during the year ended December 31, 2021 was immaterial.

2022 Stock Options

1 unchanged sentence

The fair value of the March 2022 Stock Options was estimated on the grant date using the Black-Scholes model.

On November 11, 2022, we granted to certain employees 0.1 million stock options at an exercise price of $ 8.22 per share and a grant date fair value of $ 3.66 (the “November 2022 Stock Options” and, together with the March 2022 Stock Options, the “2022 Stock Options”).

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

On November 11, 2022, we granted to certain employees less than 0.1 million stock options at an exercise price of $ 164.40 per share and a grant date fair value of $ 73.20 (the “ November 2022 Stock Options ” and, together with the March 2022 Stock Options, the “ 2022 Stock Options ”).

The fair value of the November 2022 Stock Options was estimated on the grant date using the Black-Scholes model.

2 unchanged sentences

The fair value of the March 2023 Stock Options was estimated on the grant date using the Black-Scholes model.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

On June 14, 2023, we granted to certain consultants 0.9 million stock options, divided into three tranches of 0.2 million, 0.3 million, and 0.4 million options, at exercise prices of $ 7.98 , $ 17.00 and $ 23.00 per share, respectively, and grant date fair values of $ 3.22 , $ 1.87 and $ 1.44 per option, respectively (the “June 2023 Stock Options” and, together with the March 2023 Stock Options, the “2023 Stock Options”).

On June 14, 2023, we granted to certain consultants less than 0.1 million stock options, divided into three tranches, at exercise prices of $ 159.60 , $ 340.00 and $ 460.00 per share, respectively, and grant date fair values of $ 64.40 , $ 37.40 and $ 28.80 per option, respectively (the “ June 2023 Stock Options ” and, together with the March 2023 Stock Options, the “ 2023 Stock Options ”).

The fair value of the June 2023 Stock Options was estimated on the grant date using the Hull-White model.

Stock Option Cancellation and Repricing

On December 7, 2023 (the “Effective Date”), (i) 894,840 of the 2021 Stock Options with an exercise price of $ 15.00 per share and 894,840 of the 2021 Stock Options with an exercise price of $ 12.86 per share were cancelled and (ii) the exercise price of the remaining 2021 Stock Options, as well as all outstanding 2022 Stock Options, was reduced to $ 6.76 per share, the closing price of the Class A common stock on the Effective Date, provided that if any of such stock options were exercised prior to the one-year anniversary of the Effective Date, the holder would be required to pay the original exercise price (the “Stock Option Cancellation and Repricing”).

Stock Option Cancellation & Repricing

On December 7, 2023 (the “ Stock Option Cancellation and Repricing Date ”), (i) 44,742 of the 2021 Stock Options with an exercise price of $ 300.00 per share and 44,742 of the 2021 Stock Options with an exercise price of $ 257.20 per share were cancelled and (ii) the exercise price of the remaining 2021 Stock Options, as well as all outstanding 2022 Stock Options, was reduced to $ 135.20 per share, the closing price of the Class A common stock on the Stock Option Cancellation and Repricing Date, provided that if any of such stock options were exercised prior to the one-year anniversary of the Stock Option Cancellation and Repricing Date, the holder would be required to pay the original exercise price (the “ Stock Option Cancellation and Repricing ”).

The Stock Option Cancellation and Repricing was treated as a modification of the affected stock options.

The incremental fair value of the modification, which was calculated based on the difference between the fair value of each affected stock option immediately before and after the Stock Option Cancellation and Repricing using the Hull-White model, was less than $ 0.1 million.

The cancelled 2021 Stock Options had a grant date fair value of $ 6.6 million, of which $ 3.0 million had not yet been recognized as of the Effective Date and will instead be recognized over the remaining requisite service period of the remaining 2021 Stock Options and March 2022 Stock Options.

The following assumptions were used to calculate the fair value of the 2022 Stock Options, the 2023 Stock Options, and the Stock Option Cancellation and Repricing:

The cancelled 2021 Stock Options had a grant date fair value of $ 6.6 million, of which $ 3.0 million had not yet been recognized as of the S tock Option Cancellation and Repricing Date and will instead be recognized over the remaining requisite service period of the remaining 2021 Stock Options and March 2022 Stock Options.

The following table presents quantitative information about the significant unobservable inputs used to calculate the fair value of the 2023 Stock Options and the Stock Option Cancellation and Repricing:

Significant Unobservable Inputs

December 7, 2023

1 unchanged sentence

March 10, 2023

November 11, 2022

March 11, 2022

Expected term (years)

3 unchanged sentences

Expected dividend yield

No stock options were granted during the year ended December 31, 2024 .

No stock options were granted during the years ended December 31, 2025 and 2024.

As of December 31, 2025, less than 0.1 million forfeited stock options, previously held by certain former executives prior to their departure, were subject to reissuance and immediate vesting in the event of a Change in Control (as defined in the Incentive Award Plan) occurring within 12 months of their respective separation dates.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

A summary of the total activity for stock options during the years ended December 31, 2023 and 2024 is as follows (in thousands, except price per option data):

The following table summarizes the total activity for stock options during the years ended December 31, 2025 and 2024 (in thousands, except price per stock option data):

Stock Options

3 unchanged sentences

Outstanding at December 31, 2023

Granted to employees

Granted to consultants:

Outstanding at December 31, 2024

2 unchanged sentences

The weighted average grant date fair value for stock options outstanding during the years ended December 31, 2025, 2024, and 2023 was $ 68.88 , $ 68.80 , and $ 57.60 , respectively.

The weighted-average grant date fair value for stock options forfeited during the years ended December 31, 2024, 2023, and 2022 was $ 3.53 , zero , and $ 3.83 , respectively.

The weighted-average grant-date fair value for stock options vested during the years ended December 31, 2024, 2023, and 2022 was $ 3.58 , $ 3.89 , a nd $ 3.71 , respectively.

The weighted-average grant-date fair value for stock options cancelled was $ 3.68 during the year ended December 31, 2023.

Hoya Topco Profits Interests and Phantom Units

The weighted average grant date fair value for stock options forfeited during the years ended December 31, 2025, 2024, and 2023 was $ 66.00 , $ 70.60 , and zero , respectively.

The weighted average grant date fair value for stock options vested during the years ended December 31, 2025, 2024, and 2023 was $ 70.09 , $ 71.60 , and $ 77.80 , respectively.

The weighted average grant date fair value for stock options cancelled during the year ended December 31, 2023 was $ 73.60 .

No stock options were cancelled during the years ended December 31, 2025 and 2024.

Hoya Topco Profits Interests & Phantom Units

Prior to the Merger Transaction, certain members of management received equity-based compensation awards for profits interests in Hoya Topco in the form of incentive units, phantom units, Class D Units, and Class E Units.

Each incentive unit vests ratably over five years and accelerates upon a change in control of Hoya Topco.

We do not expect any future profits interests to be granted after the Merger Transaction.

The fair value of the incentive units granted is estimated using the Black-Scholes model.

The fair value of the incentive units granted was estimated using the Black-Scholes model.

The Black-Scholes model requires certain subjective inputs and assumptions, including the fair value Hoya Topco’s equity, the expected term, risk-free interest rates, and expected equity volatility.

1 unchanged sentence

We account for forfeitures as they occur.

Changes in assumptions made on expected term, the risk-free rate of interest, and expected volatility can materially impact the estimate of fair value and, ultimately, how much share-based compensation expense is recognized.

The expected term is estimated based on the timing and probabilities until a major liquidity event.

2 unchanged sentences

The expected volatility is estimated on the date of grant based on the average historical stock price volatility of comparable publicly traded companies.

On June 10, 2024, the Board of Managers of Hoya Topco (the “Hoya Topco Board”) approved the redemption, repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding profits interests held by our current employees (including the Class B-1, Class D, and Class E Units discussed elsewhere in this Report).

Accordingly, we recognized equity-based compensation expense related to the profits interests of $ 4.6 million for the year ended December 31, 2024.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

On June 10, 2024, the Hoya Topco Board also approved the repurchase and cancellation by Hoya Topco (using Hoya Topco’ s funds) of all of its outstanding phantom units held by our employees.

On June 10, 2024, the Hoya Topco Board approved the redemption, repurchase and cancellation by Hoya Topco of all of its outstanding profits interests held by our then current employees (including the Class B-1, Class D, and Class E Units discussed elsewhere in this Report).

Accordingly, we recognized equity-based compensation expense related to the profits interests of $ 4.6 million during the year ended December 31, 2024.

On June 10, 2024, the Hoya Topco Board also approved the repurchase and cancellation by Hoya Topco of all of its outstanding phantom units held by our then employees.

The phantom units held service and performance conditions, requiring us to recognize a liability for the fair value of the outstanding phantom units only when we conclude it is probable that the performance conditions will be achieved.

Accordingly, we recognized equity-based compensation expense related to the phantom units of $ 5.0 million for the year ended December 31, 2024 .

Accordingly, we recognized equity-based compensation expense related to the phantom units of $ 5.0 million during the year ended December 31, 2024.

There was no equity-based compensation expense previously recognized related to the phantom units.

Hoya Topco had no outstanding profits interests or phantom units held by our current employees, and we had no unrecognized equity-based compensation expense related thereto, as of December 31, 2024.

A summary of the total activity for the Hoya Topco incentive units, Class D Units, and Class E Units during the years ended December 31, 2024, 2023, and 2022 is as follows:

As part of the Corporate Simplification, the remaining Class D units held by former employees were cancelled.

As of December 31, 2025, there were no profits interests outstanding.

See Note 1, Background and Basis of Presentation , for more information.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The following table summarizes the total activity for the Hoya Topco incentive units, Class D Units, and Class E Units during the years ended December 31, 2025 and 2024:

Incentive Units

7 unchanged sentences

Outstanding at December 31, 2025

As of December 31, 2024 , the remaining outstanding Class D units are fully vested and held by former employees such that any future activity would not impact our financial results.

Compensation Expense

For the years ended December 31, 2024, 2023, and 2022 , equity-based compensation expense related to RSUs was $ 31.0 million, $ 14.3 million, and $ 8.4 million, respectively.

Unrecognized compensation expense relating to unvested RSUs as of December 31, 2024 was approximately $ 51.3 million, which is expected to be recognized over a weighted average period of approximately one year.

For the years ended December 31, 2024, 2023, and 2022, equity-based compensation expense related to stock options was $ 10.7 million, $ 10.2 million, and $ 6.2 million, respectively.

Unrecognized compensation expense relating to unvested stock options as of December 31, 2024 was approximately $ 7.3 million, which is expected to be recognized over a weighted average period of approximately 0.5 years.

For the years ended December 31, 2024, 2023, and 2022 , equity-based compensation expense related to profits interests was $ 4.6 million, $ 3.5 million, and $ 4.5 million, respectively.

There was no unrecognized compensation expense relating to profits interests as of December 31, 2024.

For the years ended December 31, 2024, 2023, and 2022 , equity-based compensation expense excludes $ 0.8 million, $ 0.4 million, and $ 0.1 million related to capitalized development costs.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Equity-Based Compensation Expense

During the years ended December 31, 2025, 2024, and 2023, equity-based compensation expense related to RSUs w as $ 31.8 million, $ 31.0 million, and $ 14.3 million, respectively.

Unrecognized equity-based compensation expense related to unvested RSUs as of December 31, 2025 was $ 31.9 million, which is expected to be recognized over a weighted average period of approximately one year .

During the years ended December 31, 2025, 2024, and 2023, equity-based compensation expense related to stock options was $ 5.7 million, $ 10.7 million, and $ 10.2 million, respectively.

Unrecognized equity-based compensation expense related to unvested stock options as of December 31, 2025 was $ 0.5 million, which is expected to be recognized over a weighted average period of less than one year .

During the years ended December 31, 2024 and 2023 , equity-based compensation expense related to profits interests was $ 4.6 million and $ 3.5 million, respectively.

We did not recognize any equity-based compensation expense related to profits interests during the year ended December 31, 2025 and there was no unrecognized equity-based compensation expense related to profits interests as of December 31, 2025.

Equity-based compensation for the years ended December 31, 2025, 2024, and 2023 excludes capitalized development costs of $ 0.7 m illion, $ 0.8 million, and $ 0.4 million, respectively.

Earnings Per Share

We calculate basic and diluted net income per share of Class A common stock in accordance with ASC Topic 260, Earnings per Share .

Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted net income per share, and we do not present basic and diluted net income per share of Class B common stock.

However, our Class B common stockholders are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period.

We calculate basic and diluted net income (loss) per share of Class A common stock in accordance with ASC Topic 260, Earnings per Share .

Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted net income (loss) per share, and we do not present basic and diluted net income (loss) per share of Class B common stock.

However, holder of Class B common stock are allocated income (loss) from Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

Net income (loss) attributable to redeemable noncontrolling interests for a period is calculated by multiplying Hoya Intermediate’s net income (loss) in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period.

See Note 16, Redeemable Noncontrolling Interests, for more information regarding Hoya Topco’s right to exchange its Intermediate Units.

The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interests for the years ended December 31, 2024, 2023, and 2022 (in thousands):

Years Ended December 31,

Net income—Hoya Intermediate

Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income

Net income attributable to Hoya Topco's redeemable noncontrolling interests

Net income attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net income attributable to redeemable noncontrolling interests from our total net income, which includes our net income for activities outside of our investment in Hoya Intermediate, including income tax expense (benefit) for VSI’s portion of income, as well as the full results of Hoya Intermediate on a consolidated basis.

Net income per Class A common stock–diluted is based on the average number of shares of our Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable.

Net income attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income after giving effect to Intermediate Units that convert into potential shares of our Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of the Intermediate Warrants, to the extent they are dilutive.

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the years ended December 31, 2023 and 2022 (in thousands, except share and per share data):

The following table presents the net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Years Ended December 31,

Net income (loss)—Hoya Intermediate

Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income (loss)

Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests

As a result, the net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests in the table above for the year ended December 31, 2025 only pertains to the period from January 1, 2025 through October 31, 2025.

See Note 1, Background and Basis of Presentation for more information.

Net income (loss) attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net income (loss) attributable to redeemable noncontrolling interests from our total net income (loss), which includes our net income (loss) for activities outside of our investment in Hoya Intermediate, including income tax expense (benefit) for VSI’s portion of income (loss), as well as the full results of Hoya Intermediate on a consolidated basis.

Net income (loss) per Class A common stock–diluted is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable.

All share and per share amounts included in the calculation of basic and diluted net income (loss) per share of Class A common stock have been adjusted to reflect the Reverse Stock Split.

See Note 1, Background and Basis of Presentation , for more information.

Net income (loss) attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income (loss) after giving effect to Intermediate Units that convert into potential shares of Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of the Intermediate Warrants, to the extent they are dilutive.

The following table presents the computation of basic and diluted net income (loss) per share of Class A common stock for the years ended December 31, 2025, 2024, and 2023 (in thousands, except share and per share data):

Years Ended December 31,

Numerator—basic

net income attributable to redeemable noncontrolling interests

Net income attributable to Class A common stockholders—basic

Net income (loss)

net (income) loss attributable to redeemable noncontrolling interests

Net income (loss) attributable to Class A common stockholders—basic

Denominator—basic

Weighted average Class A common stock outstanding—basic

Net income per Class A common stock—basic

Net income (loss) per Class A common stock—basic

Numerator—diluted

Net income attributable to Class A common stockholders—basic

Net income (loss) attributable to Class A common stockholders—basic

Weighted average effect of dilutive securities:

Redeemable noncontrolling interests

Exercise Warrants

Net income attributable to Class A common stockholders—diluted

Net income (loss) attributable to Class A common stockholders—diluted

Denominator—diluted

2 unchanged sentences

Redeemable noncontrolling interests

Exercise Warrants

Weighted average Class A common stock outstanding—diluted

Net income per Class A common stock—diluted

Potential shares of our Class A common stock are excluded from the computation of diluted net income per share of Class A common stock if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the periods presented.

The dilution reflected in diluted net income per share of Class A common stock during the year ended December 31, 2023 relates primarily to an assumed conversion of redeemable noncontrolling interests to shares of our Class A common stock, which would not have had a commensurate effect on net income, primarily due to the release of the valuation allowance which benefit is attributable to VSI only.

Net income (loss) per Class A common stock—diluted

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Potential shares of Class A common stock are excluded from the computation of diluted net income (loss) per share of Class A common stock if their effect would have been anti-dilutive for the years ended December 31, 2025, 2024, and 2023 or if the issuance of shares is contingent upon events that did not occur by the end of the years ended December 31, 2025, 2024, and 2023.

The dilution reflected in diluted net income (loss) per share of Class A common stock during the year ended December 31, 2023 relates primarily to an assumed conversion of redeemable noncontrolling interests to shares of Class A common stock, which would not have had a commensurate effect on net income, primarily due to the release of the valuation allowance which benefit is attributable to VSI only.

The Vegas.com Acquisition and the subsequent pushdown of the acquired entity to Hoya Intermediate primarily resulted in the recognition of incremental deferred tax expense, which is recognized in Income tax expense (benefit) in the Consolidated Statements of Operations.

The following table presents potentially dilutive securities that are excluded from the computation of diluted net income per share of Class A common stock for the years ended December 31, 2024, 2023, and 2022 that could potentially dilute earnings per share in the future:

The following table presents the number of shares of common stock issuable under securities that were excluded from the computation of diluted net income (loss) per share of Class A common stock for the years ended December 31, 2025, 2024, and 2023 and could potentially dilute earnings per share in the future:

Years Ended December 31,

Stock Options

Public Warrants and Private Warrants

Public Warrants

Private Warrants

Exercise Warrants

Intermediate Warrants

VIVID SEATS INC.

NOTES to the Consolidated Financial Statements

Subsequent Events

On February 5, 2025, we amended the 2024 First Lien Loan to reprice all $ 393.0 million of the then-outstanding balance, reducing the applicable interest thereon to SOFR (subject to a 0.5 % floor) plus a margin of 2.25 %;

provided that such margin may be reduced to 2.00 % if the corporate rating assigned to us by Moody’s Investors Service, Inc.

and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better).

The amendment did not materially change any of the other terms and conditions of the 2024 First Lien Loan;

accordingly, except as set forth in the preceding sentence, the repriced 2024 First Lien Loan has the same material terms (including with respect to maturity, prepayment, security, covenants and events of default) as described under “2024 First Lien Loan” in Note 13, Long-Term Debt – Net .

Changes in Disagreements With Accountants on Accounting and Financial Disclosure

Amended Intermediate Warrants

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data