Vivid Seats Inc.

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 ticket buyers 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 within our online ticket marketplace, while enabling ticket sellers and partners 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 unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. Accordingly, they do not include all of the information and notes required by U.S. GAAP for comprehensive annual financial statements. In our opinion, these condensed consolidated financial statements include all adjustments that are necessary for a fair presentation of our financial position, results of operations, and cash flows for the periods presented and are of a normal, recurring nature. The results reflected in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read together with the audited annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 12, 2025. These condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

2. New Accounting Standards

Issued Accounting Standards Adopted

Segment Reporting-Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are to be applied retrospectively to all prior reporting periods presented in an entity’s financial statements. We adopted these requirements during the year ended December 31, 2024 with no material impact on our consolidated financial statements, other than the impact thereof on our segment reporting footnote. See Note 4, Segment Reporting, for more information.

Issued Accounting Standards Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments will be effective for annual reporting periods beginning after December 15, 2024. We are currently evaluating the impact of adopting the amendments, which are expected to result in enhanced disclosures, on our future consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting—Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) included within income statement expense captions. The amendments will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The amendments are to be applied prospectively with the option for retrospective application. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

3. Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. As discussed in Note 4, Segment Reporting, we havetwo operating and reportable segments: Marketplace and Resale.

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

The following table presents Marketplace revenues by business model for thethree months ended March 31, 2025 and 2024 (in thousands):

The following table presents Marketplace revenues by event category for the three months ended March 31, 2025 and 2024 (in thousands):

In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. Resale revenues were $30.3 million and$30.8 million during the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025, Deferred revenue in the Condensed Consolidated Balance Sheets was $23.1 million, which primarily relates to our rewards loyalty program that 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. Stamps earned under the program expire intwo tothree years, if not converted to credits, and credits expire intwo tofour years, if not redeemed. We expect to recognize all outstanding deferred revenue within thenext seven years.

At December 31, 2024, $23.8 million was recorded as Deferred revenue in the Condensed Consolidated Balance Sheets, of which$5.2 million was recognized as revenue during the three months ended March 31, 2025. At December 31, 2023, $34.7 million was recorded as Deferred revenue in the Condensed Consolidated Balance Sheets, of which $8.5 million was recognized as revenue during the three months ended March 31, 2024.

4. Segment Reporting

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

We have determined that we havetwo operatingand reportable segments: Marketplace and Resale. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners within our online ticket marketplace, through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own.

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

Cost of revenues largely consist of payment processing fees for our Marketplace segment and ticket costs for our Resale segment. Marketing and selling expenses, which exclusively relate to our Marketplace segment, almost entirely consist of advertising costs. Most advertising costs are aimed towards acquiring new customers online through paid search engine marketing, fees paid to our advertising affiliates and distributors, and other various digital marketing activities. However, to a lesser extent, advertising costs are also aimed towards acquiring new customers offline through traditional media channels, advertising agency costs, and partnership expenses with teams and other media partners.

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

The following tables summarize our segment information for thethree months ended March 31, 2025 and 2024 (in thousands):

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

5. Accounts Receivable- Net

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

Accounts receivable is recorded net of allowance for credit losses. As of March 31, 2025 and December 31, 2024, we had recorded a cumulative allowance for credit losses of $12.3 million and $12.0 million, respectively, to reflect potential challenges in collecting funds from distribution partners and ticket sellers, particularly for amounts due upon usage of store credit previously issued to buyers. The allowance for credit losses increased during the three months ended March 31, 2025 to reflect larger amounts due from distribution partners that are unlikely to be collected based on actual store credit usage.

There wereno write-offs during thethree months ended March 31, 2025 and 2024.

6. Prepaid Expenses and Other Current Assets

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

Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs increased by $1.0 million at March 31, 2025 compared to December 31, 2024, primarily due to an increase in estimated future event cancellations. A related provision for expected compensation to customers is recordedin Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

7. Goodwill – Net and Intangible Assets – Net

Goodwill – Net

The following table summarizes the change in the carrying amount of goodwill during thethree months ended March 31, 2025 (in thousands):

Goodwill, which entirely relates to our Marketplace segment, is recorded net of foreign currency translation adjustments and impairment. As of March 31, 2025 and December 31, 2024, we had recorded cumulative impairment charges of $377.1 million related to our goodwill.

Intangible Assets – Net

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

Definite-lived intangible assets are recorded net of foreign currency translation adjustments and accumulated amortization. Indefinite-lived intangible assets, which entirely relate to our trademarks, are recorded net of foreign currency translation adjustments and impairment. At March 31, 2025 and December 31, 2024, we had recorded cumulative impairment charges of $78.7 million related to our indefinite-lived intangible assets.

In October 2024, we acquired a domain name that we had previously licensed (the “Acquired Domain Name”). In exchange for the Acquired Domain Name, we are required to disburse monthly interest-free cash payments totaling $31.4 million through June 2040 (the “Acquired Domain Name Obligation”).

We account for the Acquired Domain Name as a definite-lived intangible asset under ASC Topic 350, Intangibles—Goodwill and Other. The acquisition cost of the Acquired Domain Name was $17.3 million, which will be amortized over a total period of 15.6 years (the “Acquired Domain Name Term”). As of March 31, 2025 and December 31, 2024, the Acquired Domain Name had a carrying value of $17.1 million and $17.3 million, respectively, which is recorded in Intangible assets – net in the Condensed Consolidated Balance Sheets.

We account for the Acquired Domain Name Obligation as a liability for which interest will accrue over the Acquired Domain Name Term at an effective interest rate of 8.6% per annum. As of March 31, 2025 and December 31, 2024, the Acquired Domain Name Obligation had a carrying value of $17.0 million and $17.2 million, respectively, $0.6 million of which is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance

Sheets. The remaining $16.4 million and $16.6 million, respectively, is recorded in Other liabilities in the Condensed Consolidated Balance Sheets. During thethree months ended March 31, 2025, we incurred $0.4 million of interest for the Acquired Domain Name Obligation, which is recorded in Interest expense – net in the Condensed Consolidated Statements of Operations.

During the three months ended March 31, 2025, the carrying amount of our intangible assets decreased primarily as a result of increased accumulated amortization on our definite-lived intangible assets and lower spending on capitalized development activities during the period. Amortization expense on our definite-lived intangible assets during the three months ended March 31, 2025 and 2024 was $11.0 million and $10.0 million, respectively, which is recorded in Depreciation and amortization expenses in the Condensed Consolidated Statements of Operations. During the three months ended March 31, 2024, we incurred a loss of $0.1 million on asset disposals related to our definite-lived intangible assets, which is recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations. We didnot incur a loss on asset disposals related to our definite-lived intangible assets during thethree months ended March 31, 2025.

8. Investments and Fair Value measurements

Investments

In July 2023, we invested $6.0 million in a privately held company in the form of a convertible promissory note (the “Note”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “Warrant”). Interest on the Note accrues at 8.0% per annum and outstanding principal and accrued interest is due and payable at the earlier of July 3, 2030 or a change in control of the company. The Warrant is exercisable until the date that is three years after the Note is repaid, subject to certain accelerating events.

We account for the Note in accordance with ASC Topic 320, Investments-Debt and Equity Securities. The Note is classified as an available-for-sale security and is recorded at fair value with the change in unrealized gains and losses reported as a separate component on the Condensed Consolidated Statements of Comprehensive Income (Loss) until realized. The Note’s unrealized loss during the three months ended March 31, 2025 and 2024 wasless than $0.1 million and $0.1 million, respectively. The Note’s amortized cost was $3.5 million and $3.0 million at March 31, 2025 and December 31, 2024, respectively. We did not recognize any credit losses related to the Note during the three months ended March 31, 2025 and 2024.

We account for the Warrant in accordance with ASC Topic 815, Derivatives and Hedging, pursuant to which we record the derivative instrument in the Condensed Consolidated Balance Sheets at fair value with changes in fair value recognized in Other expense (income) – net in the Condensed Consolidated Statements of Operations on a recurring basis. The classification of the derivative instrument, including whether it should be recorded as an asset or a liability, is evaluated at the end of each reporting period.

Fair Value Measurements

We measure certain investment-related assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

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

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

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Level 3 — Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

The following tables present investments recorded at fair value on a recurring basis by hierarchy level at March 31, 2025 and December 31, 2024 (in thousands):

The fair value of the Note is determined using the income approach, which consists entirely of Level 3 inputs. The estimated fair value of the Warrant is determined using the Black-Scholes option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation related to the expected term, the expected volatility, the risk-free rate of interest, and the expected dividend yield. Because of the inherent uncertainty of these valuations, the estimated fair values of the Note and the Warrant may differ significantly from the fair values that would have been used had a ready market for the investments existed, the effects of which could be material.

The following table presents quantitative information about the significant unobservable inputs applied to the fair value measurements of the Note and the Warrant at March 31, 2025 and December 31, 2024:

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

9. Accrued Expenses and Other Current Liabilities

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

Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and we recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimates could be impacted by future activity differing from our estimates, the effects of which could be material.

During the three months ended March 31, 2025 and 2024, $1.5 million of accrued customer credits were redeemed and we recognized revenue from breakage of $1.6 million and $2.1 million, respectively. Breakage amounts are recorded net of reductions in associated accounts receivable balances.

Accrued future customer compensation represents an estimate of the amount of customer compensation due from event cancellation charges in the future. These provisions, which are based on historic experience, revenue volumes for future events, and our estimate of the likelihood of future event cancellations, are recognized as a component of Revenues in the Condensed Consolidated Statements of Operations. The expected recoveries of these obligations are recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity that differs from our estimates, the effects of which could be material.

During the three months ended March 31, 2025 and 2024, we recognized a net decrease in revenue ofless than $0.1 million and $0.1 million, respectively, from reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods.

During the three months ended March 31, 2025 and 2024, accrued future customer compensation increased by $0.8 million and decreased by $1.6 million, respectively, primarily due to an increase in the estimate of future event cancellations as of March 31, 2025 and a decrease in the estimate of future event cancellations as of March 31, 2024.

10. Long-Term Debt – Net

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

2017 Term Loans

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

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

In October 2019, we repaid the 2017 Second Lien Loan in its entirety. The revolving credit facility component of the first lien debt facility was retired in May 2020.

In October 2021, we made an early principal payment related to the 2017 First Lien Loan of $148.2 million in connection with, and using the proceeds from, the October 2021 transaction pursuant to which Horizon Acquisition Corporation (“Horizon”) merged with and into VSI (the “Merger Transaction”) and a related private investment in public equity.

2022 First Lien Loan

In February 2022, werepaid $190.7 million of the 2017 First Lien Loan and refinanced the remaining balance with a new $275.0 million term loan (the “2022 First Lien Loan”), which had an original maturity date of February 3, 2029, and added a $100.0 million revolving credit facility (the “Revolving Facility”) with a maturity date of February 3, 2027.

2024 First Lien Loan

In June 2024, we refinanced the remaining $269.5 million balance of the 2022 First Lien Loan with a new $395.0 million term loan (the “2024 First Lien Loan”), which had an original maturity date of February 3, 2029. The Revolving Facility was not impacted by the refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan.

The 2024 First Lien Loan carried an interest rate equal to the secured overnight financing rate (“SOFR”) (subject to a 0.5% floor) plus a margin of 3.00%. The effective interest rate on the 2024 First Lien Loan was 7.9% per annum at December 31, 2024. Other than with respect to the interest rate, the 2024 First Lien Loan had the same material terms (including with respect to maturity, prepayment, security, covenants, and events of default) as the 2025 First Lien Term Loan (as defined in the “2025 First Lien Loan” section below).

2025 First Lien Loan

On February 5, 2025, we refinanced the remaining $393.0 million balance of the 2024 First Lien Loan with a new $393.0 million term loan (the “2025 First Lien Loan”), which has a maturity date of February 3, 2029. The Revolving Facility was not impacted by the refinancing of the 2024 First Lien Loan with the 2025 First Lien Loan.

The terms of the 2025 First Lien Loan specify a SOFR-based floating interest rate and contain a springing financial covenant that requires compliance with a first lien net leverage ratio when borrowings under the Revolving Facility exceed certain levels. All obligations under the 2025 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries (collectively, the “Guarantors”). The 2025 First Lien Loan requires quarterly principal payments of $1.0 million. All obligations under the 2025 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the Guarantors’ assets.

The 2025 First Lien Loan carries an interest rate equal to SOFR (subject to a 0.5% floor) plus a margin of 2.25%; provided that such margin may be reduced to 2.00% if the corporate rating assigned to us by Moody’s Investors Service, Inc. and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better). The effective interest rate on the 2025 First Lien Loan was 6.8% per annum at March 31, 2025.

The 2025 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Because the fair value was estimated using quoted prices that are directly observable in the marketplace, it is estimated on a Level 2 basis. At March 31, 2025 and December 31, 2024, the fair values of the 2025 First Lien Loan and the 2024 First Lien Loan approximated their respective carrying values.

We are subject to certain reporting and compliance-related covenants to remain in good standing under the 2025 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness and, in certain circumstances, to enter into transactions with affiliates, create liens, merge or consolidate, and make certain payments. Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. As of March 31, 2025 and December 31, 2024, we were in compliance with all debt covenants related to the 2025 First Lien Loan and the 2024 First Lien Loan, respectively, and hadno outstanding borrowings under the Revolving Facility.

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

During the three months ended March 31, 2025, we (i) recognized an expense of $0.6 million for third-party fees incurred in relation to the First Lien Loan Modification, which is recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations; (ii) recognized an expense of $0.8 million for losses incurred in relation to the First Lien Loan Extinguishment, which is recorded in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations; and (iii) capitalized $0.2 million of third-party fees incurred in relation to the First Lien Loan Issuance, which is recorded in Long-term debt – net in the Condensed Consolidated Balance Sheets.

Shoko Chukin Bank Loan

In connection with our acquisition of Wavedash Co., Ltd., we assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan”) of JPY 458.3 million (approximately $3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.3% per annum. In April 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.

11. Financial Instruments

Public Warrants

In connection with the Merger Transaction, we issued to former warrant holders of Horizon warrants to purchase 18,132,776 shares of our Class A common stock at an exercise price of $11.50 per share (the“Public Warrants”),5,166,666 of which were issued to Horizon Sponsor, LLC (“Horizon Sponsor”). The Public Warrants are traded on the Nasdaq Stock Market under the symbol “SEATW.”

We may, in our sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that we provide at least five days’ advance notice. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may also be adjusted in certain circumstances, including in the event of a share dividend, recapitalization, reorganization, merger, or consolidation. In no event are we required to net cash settle the Public Warrants.

The Public Warrants became exercisable 30 days following the Merger Transaction and expire at the earliest of the date that isfive years following the Merger Transaction, the date of our liquidation, or the date of our optional redemption thereof provided that the value of the Class A common stock exceeds $18.00 per share. There is an effective registration statement and prospectus relating to the shares of Class A common stock issuable upon exercise of the Public Warrants.

Under certain circumstances, we may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the Public Warrants in which the trading price of the Class A common stock has been at least $18.00 per share for 20 trading days within a 30 trading-day period. If we elect to redeem the Public Warrants, we must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of such notification to exercise their respective Public Warrants. Any Public Warrants not exercised within that 30-day period will be redeemed pursuant to this provision.

As of March 31, 2025, there were 6,766,853 Public Warrants outstanding.

Private Warrants

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

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

As of March 31, 2025, there were 6,519,791 Private Warrants outstanding.

Exercise Warrants

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

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

As of March 31, 2025, there were 34,000,000 Exercise Warrants outstanding (comprised of 17,000,000 $10 Exercise Warrants and 17,000,000 $15 Exercise Warrants).

Mirror Warrants

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

The Mirror Warrants have nearly identical terms to the Public, Private, and Exercise Warrants. Upon the valid exercise of a Public, Private, or Exercise Warrant, Hoya Intermediate will issue to us an equivalent number of Intermediate Units. Similarly, if a Public, Private, or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered.

Because the Public, Private, and Exercise Warrants are indexed to our equity and meet the equity classification guidance of ASC Topic 815-40, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, they are accounted for as a component of Shareholders' equity and recorded in Additional paid-in capital in the Condensed Consolidated Balance Sheets. The Mirror Warrants eliminate in consolidation and do not impact the presentation of our condensed consolidated financial statements.

As of March 31, 2025, there were 47,286,644 Mirror Warrants outstanding (comprised of 17,000,000 $10 Mirror Warrants,17,000,000 $15 Mirror Warrants, and 13,286,644 $11.50 Mirror Warrants).

Intermediate Warrants

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

Upon the valid exercise of an Intermediate Warrant for Intermediate Units, we will issue an equivalent number of shares of our Class B common stock to Hoya Topco. Because the Intermediate Warrants allow for cash redemption at the option of the warrant holder, they are recorded in Other liabilities in the Condensed Consolidated Balance Sheets.

As of March 31, 2025, there were 4,000,000 Intermediate Warrants outstanding (comprised of 2,000,000 $10 Intermediate Warrants and 2,000,000 $15 Intermediate Warrants).

The following table presents quantitative information about the significant unobservable inputs applied to the fair value measurementof the Intermediate Warrants at March 31, 2025 and December 31, 2024:

During the three months ended March 31, 2025 and 2024, the fair value of the liability related to the Intermediate Warrants decreased by $3.1 million and $0.5 million, respectively, for which we recognized a gain in each period. Gains and losses related to the change in fair value of the Intermediate Warrants are recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations.

12. Equity

Share Repurchase Program

On February 29, 2024, our Board of Directors (our “Board”) authorized a share repurchase program for up to $100.0 million of our Class A common stock (the “Share Repurchase Program”). The Share Repurchase Program was publicly announced on March 5, 2024 and does not have a fixed expiration date.

During the three months ended March 31, 2025, we repurchased 2.4 million shares of our Class A common stock under the Share Repurchase Program, for which we paid $6.0 million and incurred less than $0.1 million of commissions and excise taxes. As of March 31, 2025, we recognized a liability of $0.9 million related to unpaid share repurchases, which is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Cumulatively as of March 31, 2025, we have repurchased 6.5 million shares of our Class A common stock under the Share Repurchase Program, for which we have paid $28.8 million and incurred $0.3 million of commissions and excise taxes. As of March 31, 2025, $70.3 million remained available for future repurchases under the Share Repurchase Program.

Share repurchases are accounted for as equity transactions and are recorded in Treasury stock in the Condensed Consolidated Balance Sheets.

Accumulated Other Comprehensive Loss

The following table summarizes the changes in each major component ofaccumulated other comprehensive loss attributable to Class A common stockholders during the three months ended March 31, 2025 (in thousands):

13. Commitments and Contingencies

Litigation

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in management’s opinion, could have a material effect on our business, financial position, or results of operations other than those matters discussed below.

We were a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout. A final order approving the settlement of this lawsuit was entered by the court in August 2020. In January 2022, we issued coupons to certain members of the class. Other members of the class were notified in 2022 that they were eligible to submit a claim for a coupon. As of March 31, 2025 and December 31, 2024, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date.

We were a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act. A final order approving the settlement of this lawsuit was entered by the court on January 29, 2025, pursuant to which $0.3 million was paid to cover approved claims and legal and administrative fees. This amount, which was covered in full by insurance, was paid on March 28, 2025. As of March 31, 2025, we had no accrued liability related to this matter. As of December 31, 2024, a liability of $0.3 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to this matter.

Indirect Taxes

In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded state and local governments from imposing sales tax collection requirements on retailers without a physical presence. In response, most jurisdictions have adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and begun collecting tax where required by statute. It is reasonably possible that state or local governments will continue to adopt or interpret laws such that we will be required to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain state and local regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in all jurisdictions where we believe a risk of loss is probable and reasonably estimable. We will continuously monitor state and local regulations and will implement required collection and remittance procedures if and when we are subject thereto.

To the extent we have sales for international events, we may be required to register with various foreign jurisdictions and to collect and remit indirect taxes. It is reasonably possible that foreign jurisdictions may continue to adopt or interpret laws that impact the amount we are required to collect and remit. A successful assertion by one or more such jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain foreign indirect tax regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in the jurisdictions where we believe a risk of loss is probable and reasonably estimable. We will continuously monitor foreign regulations and will implement required collection and remittance procedures if and when we are subject thereto.

As of March 31, 2025 and December 31, 2024, a liability of $3.6 million and $7.5 million, respectively, was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to uncollected indirect taxes (including sales taxes). This liability is inclusive of both U.S. and foreign jurisdictions where we believe it is probable we should remit but have not collected all required amounts from customers and is reduced by abatements received. The net benefit (inclusive of any abatements and other liability reductions related to uncollected indirect taxes, including sales taxes) during the three months ended March 31, 2025 and 2024 was $1.8 million and $2.7 million, respectively, which is recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

Sponsorship Loan

In August 2024, we and a privately held company entered into a sponsorship and custom content partnership agreement that provides us with various marketing services in exchange for our issuance of an interest-free loan payable in installments that could total a maximum of $5.0 million (the “Sponsorship Loan”). We account for the Sponsorship Loan as a note receivable in accordance with ASC Topic 310, Receivables. In August 2024, we disbursed $2.0 million of the Sponsorship Loan (the “2024 Sponsorship Loan”). If certain conditions are met, we will issue an additional interest-free $1.5 million loan in each of September 2025 and September 2026. While there is no stated maturity date for the 2024 Sponsorship Loan, we are entitled to a portion of advertising revenue received by the counterparty until the 2024 Sponsorship Loan is repaid in full.

The 2024 Sponsorship Loan had a carrying value of $1.8 million as of March 31, 2025 and December 31, 2024, which is recorded in Other assets in the Condensed Consolidated Balance Sheets. Additionally, we recognized less than $0.1 million of imputed interest income for the 2024 Sponsorship Loan during the three months ended March 31, 2025, which is recorded in Interest expense – net in the Condensed Consolidated Statements of Operations.

14. Related-Party Transactions

Viral Nation

Viral Nation Inc. (“Viral Nation”) is a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing, and technology services. Todd Boehly, a member of our Board, serves on the board of directors of Viral Nation and is the Co-Founder, Chairman, and Chief Executive Officer of Eldridge Industries, LLC (“Eldridge”), which owns greater than 10% of Viral Nation. For Viral Nation’s services, we incurred an expense of $0.3 million during the three months ended March 31, 2024, which is recorded in Marketing and selling expenses in the Condensed Consolidated Statements of Operations. We did not incur an expense for Viral Nation's services during the three months ended March 31, 2025.

Khoros

Khoros, LLC (“Khoros”) is a social media engagement and management platform. Martin Taylor, a member of our Board, is a Senior Managing Director at Vista Equity Partners, which is one of our investors and a majority owner of Khoros. In relation to a strategic partnership with Khoros, we incurred an expense ofless than $0.1 million during the three months ended March 31, 2025, which is recorded in Marketing and selling expenses in the Condensed Consolidated Statements of Operations, and recognized a prepaid expense of $0.1 million as of March 31, 2025, which is recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. We didnot incur an expense in relation to this strategic partnership during thethree months ended March 31, 2024, nor did we recognize a prepaid expense in relation to this strategic partnership as of December 31, 2024.

In connection with the Merger Transaction, we entered into a Tax Receivable Agreement (the “TRA”) with the existing Hoya Intermediate unitholders in October 2021. For more information, see “Tax Receivable Agreement” in Note 15, Income Taxes.

15. Income Taxes

Income Tax Expense

During the three months ended March 31, 2025 and 2024, we recorded an income tax expense in continuing operations of $3.2 million and $2.3 million, respectively. Our effective income tax rate differed from the 21% U.S. federal statutory rate due toa redeemable noncontrolling interests adjustment for VSI’s allocable share of Hoya Intermediate’s income (loss), state taxes, equity-based compensation, and limitations on compensation deductions.

Deferred Tax Assets – Net

As of March 31, 2025 and December 31, 2024, our deferred tax assets were primarily the result of our investment in partnership, the TRA, net operating losses, interest limitations, and tax credit carryforwards. As of each reporting date, we consider new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets. Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 as a result of the historical acquisitions. We maintain a partial valuation allowance on our investments in partnership related to the portion of the basis difference that we do not expect to realize on a more likely than not basis.

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

Amounts payable under the TRA are contingent upon the generation of future taxable income over the term of the TRA and future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related payments. As of March 31, 2025, we estimate that the tax savings associated with all tax attributes described above would aggregate to approximately $183.3 million. Under this scenario, we would be required to pay approximately 85% of such amount, or $155.8 million, primarily over the next 14 years. As of March 31, 2025, $5.8 million is expected to be due within the next 12 months and is recorded as a current liability in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

16. Equity-Based Compensation

Our 2021 Incentive Award Plan, as amended (the “2021 Plan”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors, non-employee directors, and consultants. The 2021 Plan became effective in October 2021 upon consummation of the Merger Transaction, and the First Amendment to the 2021 Plan became effective on February 5, 2024.

RSUs

Restricted stock units (“RSUs”) are awards that are denominated in a hypothetical equivalent number of shares of our Class A common stock. The value of each RSU is equal to the fair value of our Class A common stock on the grant date. Each RSU converts into shares of our Class A Common stock upon vesting.

During the three months ended March 31, 2025 and 2024, we granted to certain employees 12.7 million and 8.1 million RSUs, respectively, at a weighted average grant date fair value of $2.81 per share and $5.34 per share, respectively. RSUs granted to employees vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date.

During the three months ended March 31, 2025, we granted to certain consultants less than 0.1 million RSUs at a weighted average grant date fair value of $2.81 per share. We didnot grant any RSUs to consultants during thethree months ended March 31, 2024. RSUs granted to consultants either fully vest on the first anniversary of the grant date or in equal annual installments over three years, in each case subject to the consultant’s continued service through the applicable vesting date.

The following tables summarize the total activity for RSUs during thethree months ended March 31, 2025 and 2024 (in thousands, except per RSU data):

Stock Options

Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant (or modification) date. Our stock option awards vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining options vesting on a quarterly basis thereafter. Stock options granted to employees have a contractual term of ten years from the grant date, subject to the employee’s continued service through the applicable vesting date. Stock options granted to consultants have a contractual term of seven years from the grant date, subject to the consultant’s continued service through the applicable vesting date.

The following tables summarize the total activity for stock options during thethree months ended March 31, 2025 and 2024 (in thousands, except price per option data):

Hoya Topco Profits Interests and Phantom Units

Prior to the Merger Transaction, certain members of management received equity-based compensation awards for profits interests in Hoya Topco in the form of incentive units, phantom units, Class D Units, and Class E Units. Each incentive unit vests ratably over five years and accelerates upon a change in control of Hoya Topco.

In June 2024, the Board of Managers of Hoya Topco approved (i) the redemption, repurchase, and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding profits interests held by our current employees and (ii) the repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding phantom units held by our employees. There was no equity-based compensation expense previously recognized related to the phantom units.

Hoya Topco had no outstanding profits interests or phantom units held by our current employees, and we had no unrecognized equity-based compensation expense related thereto, as of March 31, 2025.

Equity-Based Compensation Expense

During the three months ended March 31, 2025 and 2024, equity-based compensation expense related to RSUs was $8.8 million and $5.5 million, respectively. Unrecognized equity-based compensation expense relating to unvested RSUs as of March 31, 2025 was approximately $77.9 million, which is expected to be recognized over a weighted average period of approximatelyone year.

During the three months ended March 31, 2025 and 2024, equity-based compensation expense related to stock options was $2.2 million and $2.9 million, respectively. Unrecognized equity-based compensation expense relating to unvested stock options as of March 31, 2025 was $5.1 million, which is expected to be recognized over a weighted average period of less thanone year.

During the three months ended March 31, 2024, equity-based compensation expense related to profits interests was $0.2 million. We didnot recognize any equity-based compensation expense related to profits interests during thethree months ended March 31, 2025 and therewasno unrecognized equity-based compensation expense relating to profits interests as of March 31, 2025.

For the three months ended March 31, 2025 and 2024, equity-based compensation expense excludes $0.2 million related to capitalized development costs.

17. Earnings per Share

We calculate basic and diluted net income (loss) per share of our Class A common stock in accordance with ASC Topic 260, Earnings per Share. Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted net income (loss) per share, and we do not present basic and diluted net income (loss) per share of Class B common stock. However, holders of our Class B common stock are allocated income (loss) in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

Net income (loss) attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income (loss) in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. Hoya Topco has the right to exchange its Intermediate Units for shares of our Class A common stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. The option to redeem Intermediate Units for cash proceeds must be approved by our Board, which as of March 31, 2025 consisted of a majority of directors nominated by affiliates of Hoya Topco and GTCR, LLC pursuant to our stockholders’ agreement. The ability to put Intermediate Units is solely within the control of the holder of the redeemable noncontrolling interests. If Hoya Topco elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of our Class A common stock and is subject to our Board’s approval.

The following table presents thenet income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests for the three months ended March 31, 2025 and 2024 (in thousands):

Net income (loss) attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net income (loss) attributable to redeemable noncontrolling interests from our total net income (loss), which includes our net income (loss) for activities outside of our investment in Hoya Intermediate, including income tax expense for VSI’s portion of income (loss), as well as the full results of Hoya Intermediate on a consolidated basis.

Net income (loss) per Class A common stock–diluted is based on the average number of shares of our Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable. Net income (loss) attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income (loss) after giving effect to Intermediate Units that convert into potential shares of our Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of the Intermediate Warrants, to the extent they are dilutive.

The following table presents the computation of basic and dilutednet income (loss) per share of Class A common stock for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data):

Potential shares of our Class A common stock are excluded from the computation of diluted net income (loss) per share of Class A common stock if their effect would have been anti-dilutive for the three months ended March 31, 2025 and 2024 or if the issuance of shares is contingent upon events that did not occur by the end of the three months ended March 31, 2025 and 2024.

The following table presents potentially dilutive securities that are excluded from the computation of dilutednet income (loss) per share of Class A common stock for the three months ended March 31, 2025 and 2024 that could potentially dilute earnings per share in the future: