Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Limitations on Effectiveness of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosures.
Management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on such evaluation, our principal executive and financial officers concluded that as of December 31, 2025, our disclosure controls and procedures were effective.
Internal Control Over Financial Reporting
Material Weakness Remediation
We previously identified and disclosed (most recently in our Annual Report on Form 10-K for the year ended December 31, 2024) a material weakness related to the implementation of segregation of duties as part of our control activities, the establishment of clearly defined roles within our finance and accounting functions, and the number of personnel in those functions with an appropriate level of technical accounting and SEC reporting experience. In response, management, with the participation of our Board and Audit Committee, designed and implemented additional internal controls, which included implementing segregation of duties over business process and information technology control activities, establishing clearly defined roles within our finance and accounting functions, and increasing the number of personnel in our finance and accounting functions that have an appropriate level of technical accounting and SEC reporting experience. Because the applicable controls have operated for a sufficient period of time and management has concluded that such controls were operating effectively as of December 31, 2025, this material weakness has been remediated.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) for us. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Management has evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
109
Item 9B. Other Information
Insider Trading Arrangements
No ne.
Employment Agreement
On March 11, 2026, our Board’s Compensation Committee approved a new employment agreement for Lawrence Fey in connection with his appointment as our CEO. Pursuant to the employment agreement, dated March 11, 2026, Mr. Fey is entitled to: (i) an annual base salary equal to the applicable minimum base salary in effect for Fair Labor Standards Act exemptions (approximately $36,000); (ii) no annual bonus opportunity; (iii) an annual equity award in such form and amount as is determined by our Board; and (iv) participation in our benefit plans and programs. Mr. Fey remains entitled to the same termination and change in control benefits to which he was previously entitled (as described in the “Executive & Director Compensation—Potential Payments Upon Termination” section of the definitive proxy statement relating to our 2025 Annual Meeting of Stockholders, filed with the SEC on April 21, 2025). In addition, the employment agreement provides that upon a Qualifying Termination (as defined therein), Mr. Fey will be entitled to receive, subject to his execution and non-revocation of a release of claims, accelerated vesting of his then-outstanding unvested equity awards that otherwise would have vested within the period ending six months following such Qualifying Termination.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
110
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information about our directors and executive officers is included in Part I, Item 1 of this Report.
Our Board has adopted a written Code of Business Conduct & Ethics (the “ Code of Conduct ”), which applies to all of our directors, officers, and employees and is available on our Investor Relations website, investors.vividseats.com . We intend to satisfy the disclosure requirements regarding any applicable amendment to or waiver from the Code of Conduct by posting such information on our Investor Relations website rather than by filing a Current Report on Form 8-K.
All other information required by this item will be included in the definitive proxy statement relating to our 2026 Annual Meeting of Stockholders (the “ 2026 Annual Meeting ”) and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item will be included in the definitive proxy statement relating to the 2026 Annual Meeting and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in the definitive proxy statement relating to the 2026 Annual Meeting and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the definitive proxy statement relating to the 2026 Annual Meeting and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item will be included in the definitive proxy statement relating to the 2026 Annual Meeting and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
See Part II, Item 8 of this Report.
Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not required, or the information is shown in our audited consolidated financial statements and accompanying notes included in Part II, Item 8 of this Report.
Exhibits
The following table lists the documents that are required to be filed or furnished as exhibits to this Report.
Exhibit
Number
Description
Incorporated by Reference
Filed / Furnished Herewith
Form
Exhibit
Filing Date
2.1
Transaction Agreement, dated April 21, 2021, among Horizon Acquisition Corporation, Horizon Sponsor, LLC, Hoya Topco, LLC, Hoya Intermediate, LLC, and Vivid Seats Inc.
S-4
2.1
5/28/2021
2.2
Purchase, Sale and Redemption Agreement, dated April 21, 2021, among Hoya Topco, LLC, Hoya Intermediate, LLC, Vivid Seats Inc., Crescent Mezzanine Partners VIB, L.P., Crescent Mezzanine Partners VIC, L.P., NPS/Crescent Strategic Partnership II, LP, CM7C VS Equity Holdings, LP, Crescent Mezzanine Partners VIIB, L.P., CM6B Vivid Equity, Inc., CM6C Vivid Equity, Inc., CM7C VS Equity, LLC, CM7B VS Equity, LLC, Crescent Mezzanine Partners VI, L.P., Crescent Mezzanine Partners VII, L.P., Crescent Mezzanine Partners VII (LTL), L.P., CBDC Universal Equity, Inc., Crescent Capital Group, LP, and Horizon Acquisition Corporation
S-4
2.2
5/28/2021
2.3
Plan of Merger, dated October 18, 2021, among Horizon Acquisition Corporation, Horizon Sponsor, LLC, Hoya Topco, LLC, Hoya Intermediate, LLC, and Vivid Seats Inc.
10-Q
2.3
11/15/2021
2.4
Agreement and Plan of Merger, dated November 3, 2023, among Vivid Seats Inc., Viva Merger Sub I, LLC, Viva Merger Sub II, LLC, VDC Holdco, LLC, the Unitholders named therein, and the Unitholders’ Representative named therein
8-K
2.1
11/7/2023
3.1
Amended and Restated Certificate of Incorporation
8-K
3.1
10/22/2021
3.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation
10-Q
3.2
11/6/2025
3.3
Amended and Restated Bylaws
8-K
3.2
10/22/2021
3.4
First Amendment to Amended and Restated Bylaws
10-Q
3.2
5/10/2022
4.1
Amended and Restated Warrant Agreement, dated October 14, 2021, between Horizon Acquisition Corporation and Continental Stock Transfer & Trust Company
8-K
10.7
10/22/2021
4.2
Private Warrant Agreement, dated October 15, 2021, between Hoya Acquisition Corporation and Continental Stock Transfer & Trust Company
8-K
10.8
10/22/2021
112
4.3
Private Warrant Agreement, dated October 15, 2021, between Horizon Acquisition Corporation and Continental Stock Transfer & Trust Company
8-K
10.9
10/22/2021
4.4
Private Warrant Agreement, dated October 31, 2025, between Vivid Seats Inc. and Continental Stock Transfer & Trust Company
8-K
10.2
11/06/2025
4.5
Specimen Class A Common Stock Certificate
10-K
4.2
3/15/2022
4.6
Specimen Warrant Certificate
10-K
4.3
3/15/2022
4.7
Description of Securities Registered Under Section 12 of the Exchange Act
*
10.1
Corporate Simplification Agreement, dated October 19, 2025, among Vivid Seats Inc., Hoya Intermediate, LLC, and the TRA Parties named therein
8-K
10.1
10/20/2025
10.2
Stockholders’ Agreement, dated October 18, 2021, among Vivid Seats Inc., Hoya Topco, LLC, and Horizon Sponsor, LLC
8-K
10.1
10/22/2021
10.3
Amendment No. 1 to Stockholders’ Agreement, dated October 1, 2024, among Vivid Seats Inc., Hoya Topco, LLC, and Horizon Sponsor, LLC
10-K
10.3
3/12/2025
10.4
Amended and Restated Registration Rights Agreement, dated October 18, 2021, among Vivid Seats Inc., Hoya Topco, LLC, and Horizon Sponsor, LLC
8-K
10.2
10/22/2021
10.5
Registration Rights and Lockup Agreement, dated November 3, 2023, among Vivid Seats Inc., TZP Capital Partners III-A (Blocker), L.P., TZP Capital Partners III, L.P., Michael Reichartz, and Adam White
8-K
10.1
11/7/2023
10.6
Form of Subscription Agreement
S-4/A
10.4
9/23/2021
10.7#
Form of Indemnification Agreement
8-K
10.5
10/22/2021
10.8#
2021 Incentive Award Plan
S-8
99.1
10/18/2021
10.9#
First Amendment to 2021 Incentive Award Plan
8-K
10.1
2/9/2024
10.10#
2021 Employee Stock Purchase Plan
S-8
99.2
10/18/2021
10.11#
Form of Restricted Stock Unit Grant Notice and Agreement
S-8
99.3
10/18/2021
10.12#
Form of Non-Employee Director Restricted Stock Unit Grant Notice and Agreement
S-8
99.4
10/18/2021
10.13#
Form of Stock Option Grant Notice and Agreement
S-8
99.5
10/18/2021
10.14#
Form of Stock Option Cancellation Agreement
10-K
10.43
3/8/2024
10.15#
Non-Employee Director Compensation Policy
*
10.16#
Employment Agreement, dated March 11, 2026, among Lawrence Fey, Vivid Seats Inc., and Vivid Seats LLC
*
10.17#
Employment and Restrictive Covenants Agreement, dated April 1, 2020, between Lawrence Fey and Vivid Seats LLC
S-4/A
10.19
8/16/2021
10.18#
Employment Agreement, dated January 14, 2026, among Joseph Thomas, Vivid Seats Inc., and Vivid Seats LLC
*
10.19#
Employment Agreement, dated January 31, 2024, among Stefano Langenbacher, Vivid Seats Inc. and Vivid Seats LLC
*
10.20#
Amendment to Employment Agreement, dated June 26, 2024, among Stefano Langenbacher, Vivid Seats Inc. and Vivid Seats LLC
*
113
10.21#
Employment Agreement, dated June 26, 2024, among Edward Pickus, Vivid Seats Inc., and Vivid Seats LLC
*
10.22#
Employment Agreement, dated August 9, 2021, among Stanley Chia, Vivid Seats Inc., and Vivid Seats LLC
S-4/A
10.14
8/16/2021
10.23#
Amendment to Employment Agreement, dated June 26, 2024, among Stanley Chia, Vivid Seats Inc., and Vivid Seats LLC
10-Q
10.2
8/6/2024
10.24#
Employment Agreement, dated August 13, 2021, among Riva Bakal, Vivid Seats Inc., and Vivid Seats LLC
10-K
10.30
3/12/2025
10.25#
Amendment to Employment Agreement, dated June 26, 2024, among Riva Bakal, Vivid Seats Inc., and Vivid Seats LLC
10-K
10.31
3/12/2025
10.26
Form of Redemption, Repurchase and Cancellation Agreement
10-Q
10.4
8/6/2024
10.27
Office Lease, dated December 21, 2021, between Vivid Seats LLC and BSREP II SS Chicago LLC
8-K
10.1
12/22/2021
10.28
First Amendment to Office Lease, dated April 16, 2024, between Vivid Seats LLC and BSREP II SS Chicago LLC
10-K
10.34
3/12/2025
10.29
First Lien Credit Agreement, dated June 30, 2017, among Hoya Midco, LLC, Hoya Intermediate, LLC, Barclays Bank PLC, and the lenders and loan parties from time to time party thereto
S-4/A
10.7
7/7/2021
10.30
Amendment No. 1 to First Lien Credit Agreement, dated March 28, 2018, among Hoya Midco, LLC, Hoya Intermediate, LLC, Barclays Bank PLC, and the lenders and loan parties from time to time party thereto
S-4/A
10.8
7/7/2021
10.31
Amendment No. 2 to First Lien Credit Agreement, dated July 2, 2018, among Hoya Midco, LLC, Hoya Intermediate, LLC, Barclays Bank PLC, and the lenders and loan parties from time to time party thereto
S-4/A
10.9
7/7/2021
10.32
Amendment No. 3 to First Lien Credit Agreement, dated May 22, 2020, among Hoya Midco, LLC, Hoya Intermediate, LLC, Barclays Bank PLC, and the lenders and loan parties from time to time party thereto
S-4/A
10.10
7/7/2021
10.33
Amendment No. 4 to First Lien Credit Agreement, dated February 3, 2022, among Hoya Midco, LLC, Hoya Intermediate, LLC, Barclays Bank PLC, and the lenders and loan parties from time to time party thereto
8-K
10.1
2/7/2022
10.34
Amendment No. 5 to First Lien Credit Agreement, dated June 14, 2024, among Hoya Midco, LLC, Hoya Intermediate, LLC, Barclays Bank PLC, and the lenders and loan parties from time to time party thereto
8-K
10.1
6/20/2024
10.35
Amendment No. 6 to First Lien Credit Agreement, dated February 5, 2025, among Hoya Midco, LLC, Hoya Intermediate, LLC, Barclays Bank PLC, and the lenders and loan parties from time to time party thereto
8-K
10.1
2/11/2025
19.1
Insider Trading Policy
10-K
19.1
3/12/2025
21.1
Subsidiaries
*
23.1
Consent of Deloitte & Touche LLP
*
24.1
Power of Attorney (included on the signature page of this Report)
*
114
31.1
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
*
31.2
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
*
32.1
18 U.S.C. Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
**
97.1
Compensation Recovery Policy
10-K
97.1
3/8/2024
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
* Filed herewith.
** Furnished herewith.
# Management contract or compensatory plan or arrangement.
The documents filed as exhibits to this Report are not intended to provide factual information other than with respect to the terms of the documents themselves, and should not be relied on for that purpose. In particular, any representations and warranties contained in any such document were made solely within the context of such document and do not apply in any other context or at any time other than the date on which they were made.
Item 16. Form 10-K Summary
None.
115
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VIVID SEATS INC.
By:
/s/ Lawrence Fey
Lawrence Fey
Chief Executive Officer
(principal executive officer)
Date:
March 12, 2026
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lawrence Fey and Joseph Thomas, jointly and severally, as their attorney-in-fact, with the power of substitution, in any and all capacities, to sign and file with the Securities and Exchange Commission any amendments to this report, together with all exhibits thereto and other documents in connection therewith, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute(s), may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Lawrence Fey
Chief Executive Officer and Director
March 12, 2026
Lawrence Fey
(principal executive officer)
/s/ Joseph Thomas
Chief Financial Officer
March 12, 2026
Joseph Thomas
(principal financial officer)
/s/ Edward Pickus
Chief Accounting Officer
March 12, 2026
Edward Pickus
(principal accounting officer)
/s/ Mark Anderson
Director
March 12, 2026
Mark Anderson
/s/ Todd Boehly
Director
March 12, 2026
Todd Boehly
/s/ Jane DeFlorio
Director
March 12, 2026
Jane DeFlorio
/s/ Craig Dixon
Director
March 12, 2026
Craig Dixon
/s/ David Donnini
Director
March 12, 2026
David Donnini
/s/ Julie Masino
Director
March 12, 2026
Julie Masino
/s/ Adam Stewart
Director
March 12, 2026
Adam Stewart
116