What changed in this filing

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Item 1. Business

2024-03-08 compared with 2023-03-07 · 201 added, 209 removed, 152 unchanged (73% of the section changed)

Unless the context otherwise requires, references in this Form 10-K to “VSI,”

“we,”

“us,”

“the Company”

or “our”

refer to Vivid Seats Inc.

and its subsidiaries.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our Vivid Seats Rewards program allows ticket buyers to earn Reward Credits to spend on future orders and experience even more of their favorite events.

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

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

Recent Business Acquisitions

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

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

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

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

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

In December 2021, we acquired Betcha Sports, Inc.

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

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

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

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

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

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

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

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

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

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

Our Business Model

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

In our Marketplace segment, we act as an intermediary between ticket buyers and sellers through which we earn revenue from processing ticket sales on our website and mobile applications and sales initiated through our numerous distribution partners.

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

Using our online platform, customers are able to make payments, deposits and withdrawals, and we coordinate ticket deliveries, and provide customer service to our ticket buyers and sellers and daily fantasy sports users.

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

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

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

We do not hold ticket inventory in our Marketplace segment.

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

The revenue we earn from our 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 in a period.

We incur costs for developing and maintaining our platform, providing back-office and customer support to ticket buyers, sellers and daily fantasy sports users, facilitating payments and shipping non-electronic tickets.

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

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

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

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

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

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

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

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

The concert category includes musical acts across a broad range of genres touring across major venues, small venues, and music festivals.

The theater category includes Broadway and off-Broadway plays and musicals, family entertainment events, comedy acts, and speaker series.

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

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

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

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

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Our Growth Strategies

New Customer Acquisition via Performance Marketing

New Customer Acquisition via Performance Marketing and Alternative Channels

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

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

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

Increase Our Brand Awareness and Affinity

We want Vivid Seats to be the go-to ticketing marketplace for buyers and sellers when searching for, purchasing and selling event tickets.

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

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

customer acquisition channel;

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

Increase Brand Awareness and Affinity

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

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

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

Our Vivid Seats Rewards program allows ticket buyers to earn Reward Credits to spend on future orders, enhancing our value proposition, and also surprises and delights buyers with other perks and upgrades.

Our most recent brand campaign connects Vivid Seats with the number 11 and drives awareness of the key tenet of our Vivid Seats Rewards program, the free 11 th ticket.

We offer a reliable and secure experience for ticket buyers.

We provide our buyers with award-winning customer service and a 100% buyer guarantee.

Our 100% buyer guarantee provides full-service customer care, safe and secure transactions and valid tickets, which are delivered before the event.

Our ticket buyers receive compensation for late delivery of tickets and cancelled events.

Live event tickets are often a significant purchase.

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

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

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

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

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

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

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

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

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

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

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

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

Increase Customer Engagement

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

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

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

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

Develop Additional Seller Tools and Services

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

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

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

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

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

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

We anticipate this will result in more transactions in our marketplace.

We anticipate this will result in more transactions on our marketplace.

Expand Our Partnerships

Partnerships are an important and additive part of our ecosystem.

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

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

Our partner ecosystem includes:

• Media Partners .

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

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

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

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

Our partnership with ESPN, for example, exposes our tickets sellers’

inventory to new audiences with high interest in attending a variety of live sporting events.

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

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

• Product and Service Partners .

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

For example, we offer ticket buyers the option to purchase ticket insurance and are exploring several relevant adjacencies that seek to add value to the customer experience.

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

• Distribution Partners .

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

Content Rights Holders Partners .

Teams, leagues and venues engage with us in partnerships in which we receive certain marketing or advertising rights in exchange for a monetary commitment.

We may also receive ticket allotments, or the right to purchase tickets, from these partners.

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

• Content Rights Holders .

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

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

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

• Supplier Partners.

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

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

Modern Technology that Delivers a Seamless Experience

Our “built in the cloud”

technology platform supports all elements of the customer experience.

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

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

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

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

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

Buyer Technology and Products

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

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

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

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

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Partner Technology and Products

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

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

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

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

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

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

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

Technology Infrastructure

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

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

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

Third-Party Developers

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

Thus, ticket sellers can leverage other applications and functions to support the specific needs of their business.

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

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

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

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

We, and our ticket buyers, have been proud to support MusiCares, the Recording Academy’s charity, and their efforts to provide relief for the live events community which is vital in bringing to life those events that are cherished by fans across the

We have donated more than $2 million since the start of the COVID-19 pandemic to help strengthen MusiCares’

relief efforts.

In 2022, through our charitable foundation Vivid Cheers, we launched a partnership with Make-A-Wish®, the global organization responsible for creating life-changing wishes for children with critical illnesses.

Through this partnership we have pledged $250,000 to share once in a lifetime experiences with children and families in their time of need.

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

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

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

Employees and Human Capital

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

In 2022 we were named to Built In Chicago’s Best Places to Work and Fast Company’s Best Workplaces for Innovators lists.

Our employees give us a competitive advantage.

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

We strive to hire talented, dedicated and diverse team members.

As of December 31, 2022, we had 575 full-time employees, with most of our employees based at one of our three office locations in Chicago, Illinois;

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

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

Our talented employees give us a competitive advantage.

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

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

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

Coppell, Texas;

and Toronto, Canada.

The main objectives of our human capital resources are identifying, recruiting, developing, incentivizing and retaining our existing and new employees.

Las Vegas, Nevada;

Toronto, Canada;

and Tokyo, Japan.

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

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

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

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

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

Our main competitive factors are:

availability and variety of ticket offerings;

pricing, including pricing in the primary ticket market;

• the availability and variety of ticket offerings;

• pricing, including in the primary ticket market;

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

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

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

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

• wide selection of listings and ticketing options;

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• full-service marketplace with excellent customer service;

proprietary performance marketing algorithms supported by first-party and real-time data;

scale, profitable unit economics and strong balance sheet;

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

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

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

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

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

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

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

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

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

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

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

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Government regulation impacts key aspects of our business.

These laws and regulations involve:

data protection,

intellectual property,

consumer protection,

export taxation, and

sports gaming.

For example, we are required to comply with federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data, an area that is increasingly subject to legislation and regulations in numerous jurisdictions, including the California Consumer Privacy Act.

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

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

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

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

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

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

New laws and regulations or changes to existing laws and regulations could limit or inhibit our ability to operate, or our ticket buyers’

and sellers’

ability to continue to use, our ticket marketplace.

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

As a result of the COVID-19 pandemic, we experienced a high volume of event reschedules, postponements, and cancellations and made certain changes to our refund practices.

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

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

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

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

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

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

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

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

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

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

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

Compliance with these laws, regulations, and similar requirements may be onerous and expensive, and variances and inconsistencies from jurisdiction to jurisdiction may further increase the cost of compliance and doing business.

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

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

Intellectual Property

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

We protect our intellectual property through a combination of trademarks, domain names, copyrights and trade secrets, and we are currently pursuing patent protection in connection with certain technology developments.

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

Our financial results can be impacted by seasonality, with increased activity in the fourth quarter when all major sports leagues are in season and we experience an increase in order volume for theater events during the holiday season and concert on-sales for the subsequent year.

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

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

Our financial results can be impacted by seasonality.

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

Corporate Information

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

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

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

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

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

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

Our internet address is www.vividseats.com.

At our Investor Relations website, investors.vividseats.com, we make available free of charge a variety of information for investors, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the SEC.

Material contained on our internet site is not incorporated by reference into this Annual Report on Form 10-K.

The following table provides summary information about each of our directors as of December 31, 2022:

Committees of the Board of Directors

Director Since

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

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

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

In March of 2021, Vivid Seats Inc.

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

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

Available Information

Because we are subject to the requirements of the Exchange Act, we file periodic reports, proxy statements and other information with the SEC.

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

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

We make available free of charge on our Investor Relations

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

Website addresses included in this Report are for convenience only.

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

Information about each member of our Board of Directors (our “Board”) as of December 31, 2023 is set forth below.

Board Committees

Nominating and Corporate

Mark Anderson

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Stanley Chia.

From April 2015 until November 2018, Mr.

Chia served as Chief Operating Officer at Grubhub Inc.

He serves on the Board and Nominating Committee of 1871 and on the President’s Advisory Board of the Georgia Institute of Technology.

Chia graduated from the Georgia Institute of Technology and Emory University Goizueta Business School.

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

Since 2000, Mr.

Anderson has worked at GTCR, most recently as a Managing Director.

Anderson has served on the board of Gogo Inc.

GOGO) since March 2021, where he is a member of Nominating and Corporate Governance Committee and also serves on the boards of CommerceHub and Jet Support Services Inc.

Anderson graduated from the University of Virginia and Harvard Business School.

Todd Boehly .

From June 2020 to October 2021, Mr.

Boehly served as the Chief Executive Officer and member of the Board of Directors of Horizon Acquisition Corporation (“Horizon”) and from July 2020 to October 2021, he served as Horizon’s Chief Financial Officer and Chairman.

Boehly has also served as the Chief Executive Officer, Chief Financial Officer and Director of Horizon Acquisition Corporation II (NYSE:

HZON) since August 2020 and of Horizon Acquisition Corporation III (NYSE:

HZNA) since November 2020.

Boehly co-founded Eldridge, a holding company with a unique network of businesses across finance, technology, real estate and entertainment, and since then has served as the Chairman and Chief Executive Officer.

From 2002 to 2015, Mr.

Boehly worked at Guggenheim Partners, most recently as president.

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

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

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

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

AMZN), Cisco Systems, Inc.

CSCO) and General Electric Company (NYSE:

GE), where he led strategic businesses and organizations.

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

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

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

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

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

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

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

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

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

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

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

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

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

Boehly graduated from the College of William & Mary.

He also studied at the London School of Economics.

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

Jane DeFlorio.

DeFlorio was Managing Director of Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage from 2007 to 2013.

From 2002 to 2007, Ms.

DeFlorio was an Executive Director in the Investment Banking Consumer and Retail Group at UBS Investment Bank.

DeFlorio has served on the Board of SITE Centers Corp.

SITC) since 2017, where she is Chair of the Audit Committee and a member of the Compensation and Pricing Committees.

DeFlorio served as a Director of Perry Ellis International from 2014 to 2018.

DeFlorio is a member of the Board of Trustees and Chairman of the Audit and Risk Committee at The New School University in New York City.

She also serves on the Boards of Directors for The Parsons School of Design and the Museum at Fashion Institute of Technology.

DeFlorio graduated from the University of Notre Dame and Harvard Business School.

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

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

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

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

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

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

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

Craig Dixon .

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

From 2006 to 2013, Mr.

Dixon was Senior Counsel and Assistant Corporate Secretary at Smithfield Foods, a global food business.

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

Spencer, United States District Court for the Eastern District of Virginia.

He is a member of the Board of Trustees of Episcopal High School.

Dixon graduated from the College of William & Mary and William & Mary School of Law.

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

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

Spencer of the U.S.

District Court for the Eastern District of Virginia.

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

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

David Donnini.

Donnini joined GTCR in 1991 and is currently a Managing Director.

Prior to joining GTCR, Mr.

Donnini worked at Bain & Company.

Donnini is currently a Director of AssuredPartners, Consumer Cellular, Park

Place Technologies and Sotera (NYSE:

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

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

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

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

Donnini graduated from Yale University and Stanford Graduate School of Business.

Tom Ehrhart .

Ehrhart joined GTCR in 2012 and is currently a Director.

Prior to joining GTCR, Mr.

Ehrhart worked as an Analyst in the Financial Institutions group at Credit Suisse.

Ehrhart serves on the Board of Directors of AssuredPartners and Consumer Cellular.

He was previously a Director of GreatCall and Park Place Technologies.

Ehrhart graduated from Georgetown University.

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

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

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

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

Ehrhart is a graduate of Georgetown University.

Julie Masino .

Since January 2020, Ms.

Masino has served as the President, International of Taco Bell, a subsidiary of Yum!

Brands (NYSE:

From January 2018 to December 2019, Ms.

Masino served as President, North America of Taco Bell.

Masino held senior positions at Mattel (NASDAQ:

MAT) from April 2017 to January 2018 and at Sprinkles Cupcakes from 2014 to 2017.

Masino serves on the board of PhysicianOne Urgent Care.

Masino graduated from Miami University.

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

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

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

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

Masino previously held senior positions at Mattel, Inc.

MAT) from 2017 to 2018 and at Sprinkles Cupcakes from 2014 to 2017.

Masino previously served on the boards of directors of PhysicianOne Urgent Care and Cole Haan.

Masino is a graduate of Miami University.

Martin Taylor .

Taylor has been an Operating Managing Director at Vista Equity Partners since 2006.

Prior to joining Vista, Mr.

Taylor spent over 13 years at Microsoft Corporation, including in roles managing corporate strategy, sales, product marketing and segment focused teams in North America and Latin America.

Taylor has served on the board of Jamf Holding Corp.

JAMF) since 2017 and Integral Ad Science (NASDAQ:

IAS) since 2018, where he serves on the Compensation, Nominating and Governance Committees.

He served on the board of Ping Identity Holding Corp.

PING) from November 2016 until October 2022 when it was acquired.

Taylor graduated from George Mason University.

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

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

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

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

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

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

Taylor is a graduate of George Mason University.

Executive Officers

Below are the names, ages and principal occupations of each of our current executive officers.

All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.

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

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

Executive Officer Since

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Lawrence Fey.

Fey joined Vivid Seats in April 2020 and served as a member of our Board from July 2017 through February 2020.

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

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

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

While at GTCR, Mr.

Fey was a member of the Board of many successful investments, including Six3 Systems, CAMP Systems, Zayo Group, Cision, Park Place Technologies, GreatCall, Simpli.fi and EaglePicher.

Fey graduated from Dartmouth College.

Bakal joined Vivid Seats in February 2019 as our Vice President of Strategy and Corporate Development and was promoted to Chief Product and Strategy Officer in March 2022.

From August 2016 to December 2018, Ms.

Bakal held a variety of senior positions across functions at Grubhub, most recently serving as Vice President of Market Operations.

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

Fey is a graduate of Dartmouth College.

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

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

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

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

Emily Epstein.

Epstein joined Vivid Seats in October 2022.

From January 2022 to July 2022, Ms.

Epstein was General Counsel at Datto, Inc.

From December 2020 to January 2022, she was Deputy General Counsel & Corporate Secretary for Coupang, Inc.

From November 2016 to December 2020, she served in various leadership positions at Nielsen Holdings Inc., including Deputy Chief Legal Officer.

Prior to that, Ms.

Epstein worked in the legal department at American Express Company.

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

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

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

From December 2020 to January 2022, Ms.

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

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

NLSN), most recently as Deputy Chief Legal Officer.

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

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

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

Wagner joined Vivid Seats in December 2018 with over 25 years of experience in the technology sector, including most recently as a freelance Decision Engineering Consultant from January 2018 to December 2018.

From June 2017 to January 2018, Mr.

Wagner served as Co-Founder of Aidan.ai, a start-up specializing in applied artificial intelligence, from February 2017 to May 2017, he served as Vice President of Systems and Decision Engineering at Grubhub, and from March 2015 to February 2017, he served as Chief Operating Officer of Zoomer, a B2B food delivery company.

Wagner graduated from La Salle University.

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

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

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

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

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

Wagner is a graduate of LaSalle University.

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