SEAT 8-K
Vivid Seats Inc. (SEAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Reference is made to the Current Report on Form 8-K filed by Vivid Seats Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on October 20, 2025 (as amended by the Current Report on Form 8-K/A filed by the Company with the SEC on October 23, 2025 the “Signing 8-K”). The information set forth under Item 1.01 of the Signing 8-K is incorporated by reference in this Item 1.01. Capitalized terms used but not defined in this Current Report on Form 8-K (this “Report”) have the meanings given to them in the Signing 8-K.
As disclosed in the Signing 8-K, on October 19, 2025, the Company entered into the CSA with Hoya Intermediate and the TRA Parties. The closing of the Corporate Simplification and the other transactions contemplated by the CSA was consummated over the two Business Days ended on October 31, 2025 (the “Closing”). In connection with the Closing, the Company issued the Amended and Restated Corporation Warrants pursuant to the Warrant Agreement, dated October 31, 2025, between the Company and Continental Stock Transfer & Trust Company, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 of this Report is incorporated by reference in this Item 1.02. In connection with the Closing, all rights and obligations under the TRA and the LLC Agreement were terminated, in each case other than certain terms thereof that expressly survived.
Item 2.02 Results of Operations and Financial Condition.
On November 6, 2025, the Company issued a press release providing financial results for the third quarter ended September 30, 2025, a copy of which is furnished as Exhibit 99.1 hereto.
The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Report is incorporated by reference in this Item 3.02. The Company’s issuance of the Amended and Restated Corporation Warrants did not involve an underwriter and was not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) and the representations made by the TRA Parties in the CSA.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer & Chief Financial Officer Transition
On November 3, 2025, the Company’s Board of Directors (the “Board”) appointed Lawrence Fey as the Company’s Chief Executive Officer and as a Class I director, effective immediately. Mr. Fey succeeds Stanley Chia, who mutually agreed with the Board to implement this leadership transition by stepping down from his position as Chief Executive Officer and resigning from the Board on the same effective date. Mr. Chia’s resignation from the Board was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Chia will continue to serve as a non-officer employee of the Company, to assist with the transition of his responsibilities, until December 1, 2025. Prior to this appointment, Mr. Fey served as the Company’s Chief Financial Officer. Edward Pickus, the Company’s Chief Accounting Officer, was appointed to simultaneously serve as Interim Chief Financial Officer until a successor Chief Financial Officer is identified.
A biography of Mr. Fey, age 45, is set forth under “Item 1. Business ‒ Information About Our Executive Officers” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and is incorporated by reference herein.
Mr. Pickus, age 40, has served as the Company’s Chief Accounting Officer since 2022 and has held various senior positions since joining the Company in 2013. He is a graduate of the University of Michigan and a Certified Public Accountant.
Mr. Fey and Mr. Pickus: (i) were not selected to serve in their new positions pursuant to an arrangement or understanding with any other person; (ii) do not have a family relationship with any of the Company’s other directors and executive officers; (iii) do not have an interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K; and (iv) will receive compensation for serving in their new positions that will be determined at a future date and disclosed in an amendment to this Report. Mr. Fey will not receive compensation for his service as a director.
In connection with his separation, Mr. Chia will be entitled to receive the benefits associated with the “Qualifying Termination” provisions of his employment agreement with the Company, which is filed as Exhibits 10.25 and 10.26 to the 2024 Form 10-K.
Other Executive Officer Changes
On November 3, 2025, Riva Bakal stepped down from her position as the Company’s Chief Customer & Supply Officer, effective immediately. Ms. Bakal will continue to serve as a non-officer employee of the Company, to assist with the transition of her responsibilities, until November 14, 2025. In connection with her separation, Ms. Bakal will be entitled to receive the benefits associated with the “Qualifying Termination” provisions of her employment agreement with the Company, which is filed as Exhibits 10.30 and 10.31 to the 2024 Form 10-K.
Item 9.01 Financial Statements and Exhibits.
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Description |
10.1 |
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10.2 |
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99.1 |
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Press release issued by Vivid Seats Inc., dated November 6, 2025 |
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Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vivid Seats Inc. |
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Date: |
November 6, 2025 |
By: |
/s/ Lawrence Fey |
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Lawrence Fey |
Exhibit 10.2
PRIVATE WARRANT AGREEMENT
Dated October 31, 2025
THIS WARRANT AGREEMENT (this “Agreement”), dated October 31, 2025, is by and between Vivid Seats Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
WHEREAS, pursuant to that certain Corporate Simplification Agreement, dated October 19, 2025, by and among the Company, Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”), Hoya Intermediate, LLC (“Hoya Intermediate”) and each other party thereto under the heading “TRA Holders” on the signature pages thereto, the Company issued and delivered (i) warrants to purchase 100,000 shares of Class A ordinary shares of the Company, par value $0.0001 (the “Class A Shares”) at an exercise price of $200 per share (the “$200 Warrants”) and (ii) warrants to purchase 100,000 Class A Shares at an exercise price of $300 per share (the “$300 Warrants,” and together with the $200 Warrants, collectively, the “Warrants”);
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
If requested, the registered holder of a Warrant shall be issued a definitive certificate in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A. Each Warrant shall bear the legend set forth in Exhibit B.
Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
(B) terminating at 5:00 p.m., New York City time on the date that is ten (10) years after the date of the Original Agreement (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.
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Vivid Seats Inc.
24 E. Washington Street, Suite 900
Chicago, IL 60602
Attention: General Counsel
Email: [email protected]
with a copy to:
Latham & Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Attention: Bradley Faris; Owen Alexander
Email: [email protected]; [email protected]
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight
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delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 8.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
VIVID SEATS INC.
By: /s/ Stanley Chia
Name: Stanley Chia
Title: Chief Executive Officer and President
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By: /s/ Steven Vacante
Name: Steven Vacante
Title: Vice President
[Signature Page to Private Warrant Agreement]
EXHIBIT A
Form of Warrant Certificate
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
Vivid Seats Inc.
Formed Under the Laws of Delaware
CUSIP [•]
Warrant Certificate
This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value (“Class A Common Stock”), of Vivid Seats Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Amended and Restated Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable share of Class A Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. Fractional shares shall not be issued upon exercise of any Warrant. The number of shares of Class A Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Exercise Price per one share of Class A Common Stock for any Warrant is equal to [$200.00] / [$300.00] per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
Subject to the conditions set forth in the Amended and Restated Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants are not subject to redemption by the Company.
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
VIVID SEATS INC.
By:
Name:
Title: Authorized Signatory
Form of Warrant Certificate
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ] shares of Class A Common Stock and are issued or to be issued pursuant to an Amended and Restated Warrant Agreement dated as of [•], 2025 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose company, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of Vivid Seats Inc. (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name of [ ], whose address is [ ] and that such shares of Class A Common Stock be delivered to [ ] whose address is [ ]. If said [ ] number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].
In the event that the Warrant is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common Stock. If said number of shares is less than all of the shares of Class A Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].
Date: [ ]
(Signature)
(Address)
(Tax Identification Number)
Signature Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
EXHIBIT B
Legend – Private Placement Warrants
LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE STOCKHOLDERS’ AGREEMENT BY AND AMONG THE COMPANY, HORIZON SPONSOR, LLC AND THE OTHER PARTY THERETO. SECURITIES EVIDENCED BY THIS CERTIFICATE AND EACH SHARE OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE PARTIES THERETO.
NO. [ ] WARRANT
Exhibit 99.1
Vivid Seats Reports Third Quarter 2025 Results; Announces CEO Transition
Lawrence Fey Appointed Chief Executive Officer
Provides 2026 Initial Outlook Driven by Leading Value Proposition & Efficiency Initiatives
CHICAGO, IL – November 6, 2025 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results for the third quarter ended September 30, 2025 and announced a leadership transition.
Third Quarter 2025 Key Operational and Financial Metrics
Vivid Seats today announced that Lawrence Fey, Vivid Seats’ Chief Financial Officer, will succeed Stan Chia as Chief Executive Officer, effective immediately. Mr. Chia, who became Chief Executive Officer in 2018, will stay on in an advisory role through December 1, 2025. As part of the transition, Ted Pickus, who has served as Vivid Seats’ Chief Accounting Officer since 2022, has been appointed Interim Chief Financial Officer until a successor is identified.
“We believe Larry is uniquely qualified to guide Vivid Seats through this evolving industry environment and into the next chapter,” said Board Chair David Donnini. “With extensive history with the company dating back to 2017, including most recently as CFO, he brings a wealth of knowledge about the company and its potential. The Board has confidence in him as a results-driven leader with a clear vision and plan to return to profitable growth.”
Mr. Donnini continued, “The Board is deeply appreciative of Stan’s leadership and dedicated service to Vivid Seats over the past seven years. We thank him for his many contributions during his tenure, including leading the company through COVID and launching and growing Vivid Seats Rewards, which is a foundational element of the Vivid Seats value proposition.”
Regarding strategic priorities and outlook, Lawrence Fey said, “Our priorities are clear – we are focused on operating the most efficient platform powered by the best technology and data. Our platform efficiency will allow us to sustainably deliver a unique value proposition to fans through the combined impact of our Lowest Price Guarantee, which we launched late in the third quarter, and Vivid Seats Rewards.”
Commenting on third quarter results and the 2026 initial outlook, Lawrence Fey said, “We are more than doubling our annualized cost savings target to $60 million and have simplified our corporate structure as a central part of our commitment to maximize our operating efficiency. These cost reductions enable reinvestment in our value proposition and we are seeing encouraging early signs including Owned Properties delivering sequential GOV growth and the Vivid Seats app delivering year-over-year GOV growth. At the same time, Private Label performance weighed negatively on year-over-year and sequential trends and negatively impacted consolidated results. Our progress to date executing our cost reduction program underpins our 2026 Initial Outlook and gives us confidence that we are building a more efficient, resilient, and profitable business for the long term.”
Key Business Metrics and Non-U.S. GAAP Financial Measure
We use the following metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as management.
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and nine months ended September 30, 2025 and 2024 (in thousands):
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Marketplace GOV(1) |
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$ |
618,139 |
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$ |
871,726 |
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$ |
2,123,986 |
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$ |
2,898,269 |
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Marketplace orders(2) |
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2,101 |
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2,969 |
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6,570 |
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8,943 |
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Resale orders(3) |
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115 |
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116 |
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317 |
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316 |
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Adjusted EBITDA(4) |
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$ |
4,905 |
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$ |
34,077 |
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$ |
40,982 |
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$ |
117,172 |
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2026 Initial Outlook
Vivid Seats anticipates Marketplace GOV and Adjusted EBITDA for the year ending December 31, 2026 to be:
Additional detail around the initial 2026 outlook will be available on the third quarter 2025 earnings call.
* We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net income, the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking Adjusted EBITDA to forward-looking net income because the timing and/or probable significance of certain excluded items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Such items could have a significant and unpredictable impact on our future GAAP financial results.
Corporate Simplification Agreement
As announced on October 20, 2025, we entered into a corporate simplification agreement (the “CSA) to effect a series of transactions that simplify our organizational structure. 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, eliminated our dual-class, umbrella partnership C corporation (Up-C) structure and terminated our Tax Receivable Agreement (the “TRA”) in exchange for 403,022 shares of our Class A common stock.
The transactions eliminate $6 million of cash payments that would otherwise have been due in the first quarter of 2026 under the terms of the TRA, as well as future distributions to redeemable noncontrolling interests. Going forward, we will retain 100% of realized tax savings that, but for the TRA termination, would have been payable to the former TRA holders, resulting in up to $180 million of lifetime savings for the company. As a result, we expect to substantially reduce our annual cash tax payments to approximately $3 million, with future taxes primarily the result of taxable income generated in foreign jurisdictions. In addition, we expect to realize approximately $1 million in annual savings from reduced compliance and financial reporting costs associated with a single-class stock structure.
As part of the transactions, the former TRA holders exchanged all outstanding shares of our Class B common stock (and corresponding units of our operating subsidiary) for shares of our Class A common stock on a one-for-one basis. As a result, we now have a single class of common stock with approximately 10.7 million Class A shares outstanding (including the shares issued to the former TRA holders as consideration for the agreement).
Webcast Details
Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the third quarter 2025 financial results and leadership transition. Participants may access the live webcast and supplemental earnings presentation on the events page of the Vivid Seats Investor Relations website at https://investors.vividseats.com/events-and-presentations.
About Vivid Seats
Founded in 2001, Vivid Seats is a leading online ticket marketplace committed to becoming the ultimate partner for connecting fans to the live events, artists, and teams they love. Based on the belief that everyone should “Experience It Live,” the Chicago-based company provides exceptional value by providing one of the widest selections of events and tickets in North America and an industry leading Vivid Seats Rewards program where all fans earn on every purchase. Through its proprietary software and unique technology, Vivid Seats drives the consumer and business ecosystem for live event ticketing and enables the power of shared experiences to unite people. Vivid Seats has been recognized by Newsweek as one of America’s Best Companies for Customer Service in ticketing. Fans who want to have the best live experiences can start by downloading the Vivid Seats mobile app, going to vividseats.com, or calling 866-848-8499.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “project,” “propose,” “seek,” “should,” “target,” “will,” and “would,” as well as similar expressions which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements. The forward-looking statements in this press release relate to, without limitation: our future operating results and financial position, including our expectations with respect to our return to growth and fiscal year 2026 Marketplace GOV and adjusted EBITDA; our expectations with respect to live event industry growth, concert supply, and our TAM and competitive positioning; our business strategy; the expected benefits of our cost reduction program and the transactions contemplated by the CSA, including future savings; the anticipated impact of our leadership transition; and the plans and objectives of management for future operations. Forward-looking statements are not guarantees of future performance, conditions, or results, and are subject to risks, uncertainties, and assumptions that can be difficult to predict and/or are outside of our control. Therefore, actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to: our ability to generate sufficient cash flows and/or raise additional capital when necessary or desirable; the supply and demand of live concert, sporting, and theater events; the impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending; our ability to maintain and develop our relationships with ticket buyers, sellers, and partners; our ability to compete in the ticketing industry; our ability to continue to maintain and improve our platform and to successfully develop new and improved solutions and enhancements; the impact of extraordinary events, including disease epidemics; our ability to identify suitable acquisition targets, to complete planned acquisitions, and to realize the expected benefits of completed acquisitions and other strategic investments; our ability to comply with applicable laws and regulations; the impact of unfavorable outcomes in legislation and legal proceedings; our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess, and manage relevant cybersecurity risks; our ability to realize the expected benefits of our cost reduction program and/or the transactions contemplated by the CSA, including future savings (including due to changes in applicable laws or fluctuations in our taxable income); our ability to motivate and retain our senior management team, key technical employees, and other highly skilled personnel; and other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
VIVID SEATS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) (Unaudited)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
145,108 |
|
|
$ |
243,482 |
|
Restricted cash |
|
|
605 |
|
|
|
1,166 |
|
Accounts receivable – net |
|
|
38,483 |
|
|
|
48,315 |
|
Inventory – net |
|
|
23,569 |
|
|
|
19,601 |
|
Prepaid expenses and other current assets |
|
|
26,147 |
|
|
|
32,607 |
|
Total current assets |
|
|
233,912 |
|
|
|
345,171 |
|
Property and equipment – net |
|
|
12,814 |
|
|
|
12,567 |
|
Right-of-use assets – net |
|
|
10,921 |
|
|
|
12,008 |
|
Intangible assets – net |
|
|
189,166 |
|
|
|
233,116 |
|
Goodwill – net |
|
|
648,622 |
|
|
|
943,119 |
|
Deferred tax assets – net |
|
|
1,181 |
|
|
|
77,967 |
|
Investments |
|
|
6,599 |
|
|
|
6,929 |
|
Other assets |
|
|
3,867 |
|
|
|
5,219 |
|
Total assets |
|
$ |
1,107,082 |
|
|
$ |
1,636,096 |
|
Liabilities, redeemable noncontrolling interests, and shareholders' equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
199,157 |
|
|
$ |
232,984 |
|
Accrued expenses and other current liabilities |
|
|
126,990 |
|
|
|
165,047 |
|
Deferred revenue |
|
|
18,123 |
|
|
|
23,804 |
|
Current maturities of long-term debt |
|
|
3,950 |
|
|
|
3,950 |
|
Total current liabilities |
|
|
348,220 |
|
|
|
425,785 |
|
Long-term debt – net |
|
|
384,212 |
|
|
|
384,960 |
|
Long-term lease liabilities |
|
|
17,079 |
|
|
|
18,731 |
|
TRA liability |
|
|
180 |
|
|
|
155,720 |
|
Other liabilities |
|
|
21,892 |
|
|
|
36,865 |
|
Total liabilities |
|
|
771,583 |
|
|
|
1,022,061 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Redeemable noncontrolling interests |
|
|
63,344 |
|
|
|
352,922 |
|
Shareholders' equity: |
|
|
|
|
|
|
||
Class A common stock, $0.0001 par value; 500,000,000 shares authorized, 7,456,747 and 7,190,975 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
|
|
14 |
|
|
|
14 |
|
Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 3,811,250 shares issued and outstanding at September 30, 2025 and December 31, 2024 |
|
|
8 |
|
|
|
8 |
|
Additional paid-in capital |
|
|
1,450,104 |
|
|
|
1,267,710 |
|
Treasury stock, at cost, 949,665 and 571,687 shares at September 30, 2025 and December 31, 2024, respectively |
|
|
(93,892 |
) |
|
|
(75,568 |
) |
Accumulated deficit |
|
|
(1,084,314 |
) |
|
|
(930,171 |
) |
Accumulated other comprehensive income (loss) |
|
|
235 |
|
|
|
(880 |
) |
Total shareholders' equity |
|
|
272,155 |
|
|
|
261,113 |
|
Total liabilities, redeemable noncontrolling interests, and shareholders' equity |
|
$ |
1,107,082 |
|
|
$ |
1,636,096 |
|
VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands) (Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues |
|
$ |
136,373 |
|
|
$ |
186,605 |
|
|
$ |
443,962 |
|
|
$ |
575,773 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) |
|
|
44,340 |
|
|
|
51,029 |
|
|
|
131,294 |
|
|
|
149,377 |
|
Marketing and selling |
|
|
55,973 |
|
|
|
67,835 |
|
|
|
173,885 |
|
|
|
205,695 |
|
General and administrative |
|
|
45,183 |
|
|
|
46,306 |
|
|
|
139,537 |
|
|
|
149,725 |
|
Depreciation and amortization |
|
|
13,723 |
|
|
|
10,669 |
|
|
|
37,689 |
|
|
|
31,654 |
|
Impairment charges |
|
|
— |
|
|
|
— |
|
|
|
320,449 |
|
|
|
— |
|
Total costs and expenses |
|
|
159,219 |
|
|
|
175,839 |
|
|
|
802,854 |
|
|
|
536,451 |
|
Income (loss) from operations |
|
|
(22,846 |
) |
|
|
10,766 |
|
|
|
(358,892 |
) |
|
|
39,322 |
|
Interest expense – net |
|
|
6,111 |
|
|
|
6,300 |
|
|
|
17,410 |
|
|
|
16,706 |
|
Other income – net |
|
|
(13 |
) |
|
|
(9,020 |
) |
|
|
(154,364 |
) |
|
|
(3,236 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
801 |
|
|
|
— |
|
Income (loss) before income taxes |
|
|
(28,944 |
) |
|
|
13,486 |
|
|
|
(222,739 |
) |
|
|
25,852 |
|
Income tax expense (benefit) |
|
|
(9,231 |
) |
|
|
4,290 |
|
|
|
70,089 |
|
|
|
7,136 |
|
Net income (loss) |
|
|
(19,713 |
) |
|
|
9,196 |
|
|
|
(292,828 |
) |
|
|
18,716 |
|
Net income (loss) attributable to redeemable noncontrolling interests |
|
|
(11,187 |
) |
|
|
3,900 |
|
|
|
(138,685 |
) |
|
|
8,405 |
|
Net income (loss) attributable to Class A common stockholders |
|
$ |
(8,526 |
) |
|
$ |
5,296 |
|
|
$ |
(154,143 |
) |
|
$ |
10,311 |
|
VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
(292,828 |
) |
|
$ |
18,716 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
37,689 |
|
|
|
31,654 |
|
Amortization of leases |
|
|
1,165 |
|
|
|
1,379 |
|
Amortization of deferred financing costs |
|
|
735 |
|
|
|
718 |
|
Equity-based compensation |
|
|
33,886 |
|
|
|
38,284 |
|
Change in fair value of Intermediate Warrants |
|
|
(5,713 |
) |
|
|
(5,713 |
) |
Loss on asset disposals |
|
|
380 |
|
|
|
160 |
|
Change in fair value of derivative asset |
|
|
841 |
|
|
|
537 |
|
Deferred income tax expense |
|
|
76,786 |
|
|
|
3,378 |
|
Non-cash interest expense (income) – net |
|
|
499 |
|
|
|
(442 |
) |
Foreign currency loss (gain) – net |
|
|
(2,363 |
) |
|
|
266 |
|
Loss on extinguishment of debt |
|
|
801 |
|
|
|
— |
|
Adjustment of liabilities under TRA |
|
|
(149,787 |
) |
|
|
— |
|
Impairment charges |
|
|
320,449 |
|
|
|
— |
|
Write-off of 2024 Sponsorship Loan |
|
|
2,024 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable – net |
|
|
10,027 |
|
|
|
(6,879 |
) |
Inventory – net |
|
|
(3,967 |
) |
|
|
(1,234 |
) |
Prepaid expenses and other current assets |
|
|
6,254 |
|
|
|
4,164 |
|
Accounts payable |
|
|
(34,242 |
) |
|
|
(33,113 |
) |
Accrued expenses and other current liabilities |
|
|
(39,611 |
) |
|
|
(35,140 |
) |
Deferred revenue |
|
|
(5,681 |
) |
|
|
(10,042 |
) |
Long-term lease liabilities |
|
|
(1,731 |
) |
|
|
— |
|
Other assets and liabilities – net |
|
|
(9,009 |
) |
|
|
(558 |
) |
Net cash provided by (used in) operating activities |
|
|
(53,396 |
) |
|
|
6,135 |
|
Cash flows from investing activities |
|
|
|
|
|
|
||
Disbursement of 2024 Sponsorship Loan |
|
|
— |
|
|
|
(2,000 |
) |
Purchases of property and equipment |
|
|
(2,053 |
) |
|
|
(767 |
) |
Purchases of personal seat licenses |
|
|
(990 |
) |
|
|
(737 |
) |
Investments in developed technology |
|
|
(12,533 |
) |
|
|
(14,334 |
) |
Purchases of seat images |
|
|
(686 |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
(16,262 |
) |
|
|
(17,838 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Payments of 2022 First Lien Loan |
|
|
— |
|
|
|
(689 |
) |
Payments of Shoko Chukin Bank Loan |
|
|
— |
|
|
|
(2,655 |
) |
Proceeds from 2024 First Lien Loan |
|
|
— |
|
|
|
125,500 |
|
Repurchases of Class A common stock |
|
|
(18,292 |
) |
|
|
(22,998 |
) |
Payments of taxes related to net settlement of equity incentive awards |
|
|
(1,848 |
) |
|
|
(645 |
) |
Repurchase and retirement of fractional shares resulting from Reverse Stock Split |
|
|
(5 |
) |
|
|
— |
|
Tax distributions to redeemable noncontrolling interests |
|
|
(1,689 |
) |
|
|
(9,253 |
) |
Payment of liabilities under TRA |
|
|
(4,005 |
) |
|
|
(77 |
) |
Payment of deferred financing costs and other debt-related expenses |
|
|
(162 |
) |
|
|
(315 |
) |
Payments of 2024 First Lien Loan |
|
|
(76,986 |
) |
|
|
(987 |
) |
Proceeds from 2025 First Lien Loan |
|
|
76,986 |
|
|
|
— |
|
Payments of 2025 First Lien Loan |
|
|
(1,964 |
) |
|
|
— |
|
Payments toward Acquired Domain Name Obligation |
|
|
(1,500 |
) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
|
(29,465 |
) |
|
|
87,881 |
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
188 |
|
|
|
(151 |
) |
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
|
(98,935 |
) |
|
|
76,027 |
|
Cash, cash equivalents, and restricted cash – beginning of period |
|
|
244,648 |
|
|
|
132,434 |
|
Cash, cash equivalents, and restricted cash – end of period |
|
$ |
145,713 |
|
|
$ |
208,461 |
|
VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
20,984 |
|
|
$ |
16,728 |
|
Cash paid for income taxes |
|
$ |
5,259 |
|
|
$ |
5,144 |
|
Adjusted EBITDA
We present adjusted EBITDA, which is a non-U.S. GAAP financial measure, because it is a key measure used by analysts, investors, and others to evaluate companies in our industry. Adjusted EBITDA is also used by management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
We believe adjusted EBITDA is a useful measure for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with U.S. GAAP and specifically excludes certain recurring costs such as income tax expense (benefit), interest expense – net, depreciation and amortization, sales tax liabilities, transaction costs, equity-based compensation, litigation, settlements, and related costs, change in fair value of warrants, loss on asset disposals, change in fair value of derivative asset, foreign currency loss (gain) – net, loss on extinguishment of debt, adjustment of liabilities under our Tax Receivable Agreement, impairment charges, and severance compensation. In addition, other companies may calculate adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of adjusted EBITDA.
The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure, for the three and nine months ended September 30, 2025 and 2024 (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
(19,713 |
) |
|
$ |
9,196 |
|
|
$ |
(292,828 |
) |
|
$ |
18,716 |
|
Adjustments to reconcile net income (loss) to adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense (benefit) |
|
|
(9,231 |
) |
|
|
4,290 |
|
|
|
70,089 |
|
|
|
7,136 |
|
Interest expense – net |
|
|
6,111 |
|
|
|
6,300 |
|
|
|
17,410 |
|
|
|
16,706 |
|
Depreciation and amortization |
|
|
13,723 |
|
|
|
10,669 |
|
|
|
37,689 |
|
|
|
31,654 |
|
Sales tax liability(1) |
|
|
500 |
|
|
|
526 |
|
|
|
(860 |
) |
|
|
2,613 |
|
Transaction costs(2) |
|
|
935 |
|
|
|
1,243 |
|
|
|
8,816 |
|
|
|
6,649 |
|
Equity-based compensation(3) |
|
|
11,483 |
|
|
|
10,685 |
|
|
|
33,886 |
|
|
|
38,284 |
|
Litigation, settlements, and related costs(4) |
|
|
228 |
|
|
|
157 |
|
|
|
933 |
|
|
|
164 |
|
Change in fair value of warrants(5) |
|
|
(864 |
) |
|
|
(3,952 |
) |
|
|
(5,713 |
) |
|
|
(5,713 |
) |
Loss on asset disposals(6) |
|
|
184 |
|
|
|
38 |
|
|
|
380 |
|
|
|
160 |
|
Change in fair value of derivative asset(7) |
|
|
268 |
|
|
|
456 |
|
|
|
841 |
|
|
|
537 |
|
Foreign currency loss (gain) – net(8) |
|
|
1,211 |
|
|
|
(5,531 |
) |
|
|
(2,363 |
) |
|
|
266 |
|
Loss on extinguishment of debt(9) |
|
|
— |
|
|
|
— |
|
|
|
801 |
|
|
|
— |
|
Adjustment of liabilities under TRA(10) |
|
|
(615 |
) |
|
|
— |
|
|
|
(149,787 |
) |
|
|
— |
|
Impairment charges(11) |
|
|
— |
|
|
|
— |
|
|
|
320,449 |
|
|
|
— |
|
Severance compensation(12) |
|
|
685 |
|
|
|
— |
|
|
|
1,239 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
4,905 |
|
|
$ |
34,077 |
|
|
$ |
40,982 |
|
|
$ |
117,172 |
|