Business Description

1. Background and Basis of Presentation Vivid Seats Inc. (“ VSI ”) and its subsidiaries, including Hoya Intermediate, LLC (“ Hoya Intermediate ”), Hoya Midco, LLC, and Vivid Seats LLC (collectively, “ we ,” “ us ,” and “ our ”), provide an online ticket marketplace that enables consumers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners, while offering products and services that allow ticket sellers to seamlessly manage their operations. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. We have prepared these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”). These consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Merger Transaction VSI was incorporated in March 2021 for the purpose of completing the transactions (collectively, the “ Merger Transaction ”) contemplated by the transaction agreement, dated April 21, 2021, among VSI, Horizon Acquisition Corporation, a publicly traded special purpose acquisition company, Hoya Intermediate, Horizon Sponsor, LLC (“ Horizon Sponsor ”), and Hoya Topco, LLC (“ Hoya Topco ”). The Merger Transaction was consummated in October 2021 and, as a result, we became a publicly traded company. The Merger Transaction was accounted for as a reverse recapitalization, with Hoya Intermediate treated as the accounting acquirer. Accordingly, our consolidated financial statements represent a continuation of Hoya Intermediate’s financial statements with the net assets of Hoya Intermediate stated at historical cost. In connection with the Merger Transaction, we: • issued shares of Class A common stock, which are listed on the Nasdaq Global Select Market under the trading symbol “SEAT”; • issued shares of Class B common stock to Hoya Topco, which provided the legacy Hoya Intermediate unitholders with a controlling interest in VSI, and all of which shares were subsequently exchanged for shares of Class A common stock and cancelled in connection with the Corporate Simplification (as defined herein); • issued several series of warrants (as described in Note 15, Financial Instruments ); and • entered into a Tax Receivable Agreement (the “ TRA ”) with the existing Hoya Intermediate unitholders, which was subsequently terminated in connection with the Corporate Simplification (as described under “TRA” in Note 2, Summary of Significant Accounting Policies , and in Note 20, Income Taxes) . Reverse Stock Split On August 5, 2025, we effected a 1-for-20 reverse stock split of our common stock, pursuant to which every 20 shares of Class A and Class B common stock were combined into one share of Class A and Class B common stock, respectively (the “ Reverse Stock Split ”). All share and per share amounts included in this Report have been adjusted to reflect the Reverse Stock Split. The Reverse Stock Split affected all stockholders uniformly and did not affect any such holder’s percentage ownership interest in our company or proportionate voting power. However, if the Reverse Stock Split would have resulted in a stockholder holding fractional shares because the number of shares they held before the Reverse Stock Split was not evenly divisible by the split ratio, we instead repurchased such fractional shares for cash and retired them from circulation, resulting in a less than $ 0.1 million cash outlay. The repurchase and retirement of such fractional shares is recorded as a separate component of both Class A common stock (for the number of shares that were repurchased and retired) and Additional paid-in capital (for the amount of the cash payment) in the Consolidated Statements o f Equity (Deficit). The Reverse Stock Split did not affect the number of authorized shares or the par value of our common stock. Corporate Simplification On October 19, 2025, we entered into a Corporate Simplification Agreement (the “ CSA ”) with Hoya Intermediate and the TRA Parties named therein (including Hoya Topco).…